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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, 2002

                                       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: $301,000

          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 $9,815,218, based on the average bid and asked prices of such
common equity as of April 14, 2003.


                   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    |_|


<PAGE>

                    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 4, 2003, the
number of shares of common stock, par value $0.001 per share, of Global Network,
Inc. issued and outstanding were 49,501,742.

                       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, 2002

                            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, sells and serves online banner advertising on
newspaper websites to national advertisers and their advertising agencies. We
have created the first and only 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 provides advertisers with an accurate
and timely accounting of the number of page views and "click-throughs" for their
ads. The GNI System is also unique in that it allows the advertiser the ability
to change creative copy in real time thereby enabling a multi-market advertising
buy that changes the ad to the creative specifications of the newspapers
involved.

          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. We believe that the ultimate potential market
for the GNI System is 15,000 newspaper websites worldwide. We hope to partner
with major advertising buying services in need of a timely, accurate, efficient,
and cost effective buying service. Our management is targeting 10 major buying
services, eight of which are located in New York City,



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which, in total, are responsible for buying advertising in excess of
approximately $60 billion annually. The combination of our proprietary software,
strategic alliances and the size of the database provides potential earnings
opportunities for the GNI System in the form of fees, revenue sharing
opportunities, licensing arrangements and subscription agreements.

BACKGROUND

          The use by national advertisers of newspapers has been less than
anticipated because of the limited, local audience of newspapers and the
difficulty for advertisers to place advertising in multiple newspapers,
including local 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 separately to obtain, among other things, production specifications,
advertising rates and positioning information, a process frequently involves
several departments within each newspaper.

          Given the time-consuming nature of this process, companies that desire
to advertise online nationally are drawn to national networks that offer local
city guides, such as AOL, Yahoo! and Lycos, as that national advertiser will
have access to local markets. The GNI System, however, provides national
advertisers with access to online newspapers. Online newspapers are content
based and local in nature and are ranked among the most popular of all online
sites. With GNI's one-step purchase process, which the Company believes is far
more effective than the national sites, as supported by the research described
below, we believe that advertisers will use newspaper sites with greater volume
than national or non-content based sites.

          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 with 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. Research conducted by the National Association of
Newspapers suggests increased usage and popularity of local newspaper sites.
Research conducted in 2002 by the Net Gravity research firm shows that online
newspaper sites throughout the world are increasing inversely to the decline in
readership of local print newspapers. The


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same research also demonstrates that highest readership occurs during the
daytime, offering advertisers a viable option. 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 the 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 GNI System software. 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.

          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 1000 online newspapers
internationally. 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.


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          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. Though our
primary focus is on newspapers in all of the major domestic markets, our
strategic alliances offer us a revenue source by providing a greater worldwide
market for GNI's Internet Database.

          To date, we have not experienced any problems in unavailable
inventory, and the amount of unpurchased advertising space has been widely
available. 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. The rise in overall popularity of online
newspaper sites have increased the amount of available inventory, thus allowing
GNI more impressions at reduced costs.

          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. It is also our
belief that no other system similar to the GNI System exists today. With the
improvements in the creative design of interactive ads, more newspapers are
adapting a variety of creative selections geared to their client's objectives.

          The editorial section options that are currently available on the GNI
System database are very similar to those found in the print version of a
newspaper. The editorial sections most popular with our advertisers are as
follows:

          Financial                          Women

          Package Goods                      Men

          Entertainment                      Sports

          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."


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          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
rather than wait until responses are bulked or stored.

          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 various outside consultants. The
individuals bring a variety of publishing, Internet, design, programming,
corporate, and entrepreneurial experience in marketing and/or publishing, as
more fully detailed in Part III, Item 9, below. We intend to continue to
capitalize on each such individual's industry experience and contacts to expand
our business.

          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. Pursuant to this agreement, NNN receives a
5% sales commission on gross revenues attributable to NNN-placed advertising.
This agreement expired in April 2003.

          During the third quarter of 2001, we entered into an agreement with
Vertis Inc. ("Vertis"), a leader in integrated advertising and marketing
solutions. We have combined forces with Vertis in an effort to place advertising
for major national and regional retailers onto our on-line newspaper network.
The agreement with Vertis expired in October 2002.

          The advertising sales responsibility for our company rests on our
major strategic partners which employ over 300 sales people in the field. These
organizations provide us with access to top level contacts at major national
advertisers and ad agencies. It is our plan to engage other similar
organizations.

PATENTS

          On June 4, 2002, we were issued Patent #6,401,075 for our proprietary
software. With this patent approval, we have begun recognizing the benefits of
various strategic alliances and continue


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to seek opportunities to increase revenues through strategic alliances in the
advertising industry.

 CUSTOMERS

          Currently our customers consist of both traditional and on-line
companies and advertising agencies that desire to advertise online. The Company
has increased revenues for fiscal year 2002 over 2001 by concentrating its sales
support efforts with the NNN as well as increased focus on major interactive
buying agencies such as Carat, Havas, Horizon Media, Initiative Media,
MindShare, OMD, I Frontier, Zenith, Avenue A, WPP, Ogilvy 11 and Digitas. These
are firms that did not exist ten years ago, but today are used by major agency
holding companies as outsourced media buyers. These buying services focus on
technology, price, accuracy, and ease of execution that are all unique
characteristics of GNI.

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 arrangements with NNN and Vertis discussed above will significantly
enhance our customer base for newspaper websites. According to Jupiter Media and
Gardner Associates, by 2007, interactive newspaper advertising is projected to
cover up to 15,000 sites worldwide and generate $8 billion in revenues.

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

          Continue to emphasize the ability to change copy "in flight"

          In dealing with multiple sites and combining the online and offline
"buy," time is of the essence. Our software is capable of re-tooling the
creative message by the click of a mouse instead of taking an extensive amount
of time which increases the speed and efficiency of how the buy is executed.


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          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 rely on
inexperienced salesmen, we are looking to our management to pursue leading
interactive ad agencies and interactive advertisers. We also intend to use
management contacts to further develop relationships with major newspapers and
newspaper chains.

          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. In addition, it is
our goal to become outsource partners for the major advertising brokers or
buying services that have gained control of the media buying process in recent
years.

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.

          Last year, we indicated that our competition for Internet advertising
dollars has included major Internet advertising companies such as DoubleClick,
24/7 Media, Flycast, and Razorfish, as well as companies such as ValueClick,
Media Passages, Advertising.com and ClickAgents. Of these, many are no longer in
existence while new competition has entered the market. Our main competition is
other newspaper companies with selling groups that compete for the same
advertising dollars. We believe that our combination of advertising revenues
along with further emphasis on serving banners will help us meet our financial
goals.

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."

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.


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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 March 31, 2001 through
December 31, 2002. Such quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not represent actual transactions.

          Quarter                               High                Low
          -------                               ----                ---
          First Quarter 2001                    $0.70              $0.63
          Second Quarter 2001                   $0.70              $0.61
          Third Quarter 2001                    $0.77              $0.60
          Fourth Quarter 2001                   $0.60              $0.41
          First Quarter 2002                    $0.17              $0.15
          Second Quarter 2002                   $0.24              $0.16
          Third Quarter 2002                    $0.72              $0.26
          Fourth Quarter 2002                   $0.34              $0.10

          As of December 31, 2002, there were approximately 272 stockholders of
record of our common stock. On March 28, 2003, the closing bid price for our
common stock was $0.19. 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:

          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


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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.

          January 2001 through April 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. We sold an aggregate of 250,000 shares of our common stock
to accredited investors at $.20 per share, which provided the Company with gross
proceeds of $50,000. The sale of these securities was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933. Additionally, we issued
a total of 340,000 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 $446,250.

          April 2001 through June 2001

          We issued 500,000 shares of our common stock to Westhaven Properties
and 250,000 shares of our common stock to Grenada Properties at $.56 per share
in exchange for services and we recognized a charge of $420,000. The issuance of
these securities was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. We sold an aggregate of 50,000 shares of our common
stock to accredited investors as $.22 per share, net of expenses of $1,650,
which provided the Company with net proceeds of $9,350. The sale of these
securities was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

          July 2001 through September 2001

          We sold an aggregate of 3,082,203 shares of our common stock at $.22
per share, net of expenses of $94,838 and finder fee shares of 667,000, which
provided the Company with net proceeds of $587,412. The sale of these securities
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.

          October 2001 through December 2001

          We sold an aggregate of 2,577,600 shares of our common stock at $.10
per share, net of expenses of $42,962, which provided the Company with net
proceeds of $214,798. In connection with the 446,750 and 3,032,203 share
offerings referenced above, we issued 20,000 and 614,000 shares of our common
stock, respectively, for services rendered. We cancelled options to purchase
450,000 shares of common stock at a purchase price of $.93 per share and issued
the holders of such options an equal number of shares of our common stock in
exchange for cancellation of such options. The fair


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market value of the options exceeded the fair value of the stock thus there were
no adjustments recorded in our 2001 financial statements. We issued 277,778
shares of our common stock in exchange for public relations services rendered at
$.65 per share, and accordingly recognized a charge of $180,556 in our 2001
financial statements.

          January 2002 through December 2002

          We received proceeds of $1,304,346, net of payments for related costs
and expenses of $89,250, from the sale and issuance of 14,333,006 shares of
common stock that were made through private placements. In addition, a total of
5,365,655 shares were issued for financial services related to the private
placement. A total of 4,500,000 shares of common stock sold through the private
placements will be converted into 4,500,000 shares of preferred stock upon the
proper filing of the certificate of designation with respect to the preferred
stock. We received subscriptions for the purchase of 245,000 shares of common
stock at $.10 per share or a total of $24,500 as of December 31, 2002. We issued
a total of 10,370,000 shares of common stock as compensation for the services of
executive officers and consultants. The shares had an approximate aggregate fair
value of $1,167,600 as of the dates the Company agreed to issue the shares. Such
shares were charged to selling, general and administrative expenses during those
years.

RECENT CANCELLATIONS OF CERTAIN SHARES

          We retired 2,820,000 shares of stock from our treasury during the year
ended December 31, 2002.



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.

          Critical Accounting Policies and Estimates

          Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates. We base our
estimates on historical experience and on other assumptions that are believed to
be reasonable under the circumstances. Accordingly, actual results could differ
from these estimates under different assumptions or conditions. This section
summarizes the critical accounting policies and the related judgments involved
in their application.


                                    12 of 24
<PAGE>

          Allowance for doubtful accounts:

          We provide an allowance for doubtful accounts equal to the estimated
collection losses based on our historical experience coupled with a review of
the current status of existing receivables. Any significant variations in our
historical experience or status of our existing accounts receivable could have a
material impact on our consolidated statement of operations.

          Fair value of equity instruments:

          In accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), issuances of common
stock, stock options, warrants or other equity instruments to employees and
nonemployees as consideration for goods or services received by us are accounted
for based on the fair value of the consideration received or the fair value of
the equity instrument, whichever is more readily measurable. We estimate the
fair value of options using an option-pricing model (generally, the
Black-Scholes model) that meets the criteria set forth in SFAS 123 and common
stock using the market value of our stock. Such fair value is measured at an
appropriate date pursuant to the guidance in the consensus reached for EITF
Issue No. 96-18 (generally, the earlier of the date the other party becomes
committed to provide goods or services or the date the performance by the other
party is complete) and capitalized or expensed as if we had paid cash for the
goods or services.

          Given a trading market for our common stock, we estimate the
volatility of our stock based on week ending closing prices over a historical
period of not less than one year. As a result, depending on how the market
perceives any news regarding us or our earnings, as well as market conditions in
general, it could have a material impact on the volatility we use in computing
the value we place on these equity instruments.

          Valuation of deferred tax assets:

          We regularly evaluate our ability to recover the reported amount of
our deferred income taxes considering several factors, including our estimate of
the likelihood that we will generate sufficient taxable income in future years
in which temporary differences reverse. Due to the uncertainties related to,
among other things, the extent and timing of future taxable income, we offset
our net deferred tax assets by an equivalent valuation allowance as of December
31, 2002.

          Valuation of long-lived assets:

          We assess the recoverability of long-lived tangible and intangible
assets with definitive lives whenever we determine that events or changes in
circumstances indicate that their carrying amount may not be recoverable. Our
assessment is primarily based upon our estimate of future cash flows associated
with these assets. Although there has been a sustained weakness in our operating
results through December 31, 2002, we continue to project income in the future.
Accordingly, we have determined that there has not been an impairment of any of
our long-lived assets. However, should our operating results deteriorate, we may
determine that some portions of our long-lived tangible or intangible assets are
impaired. Such determination could result in non-cash charges to income that
could materially affect our consolidated financial position or results of
operations for that period.


                                    13 of 24
<PAGE>

Advances to officer:

          As of December 31, 2002, we have advanced $135,446 to Jim Mason. Such
advance is noninterest bearing and due on demand.

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 of approximately $257,000 and $221,000 for 2002 and 2001,
respectively.

RESULTS OF OPERATIONS

          REVENUES. In 2002, the Company's gross revenues from operations were
approximately $301,000 as compared with approximately $202,000 in 2001. All of
these revenues were attributable to the sale of online banner advertising on
newspaper websites. The increase in revenue is primarily attributable to us
beginning to recapture the rewards of our agreements with NNN and Vertis that
were in effect in 2002 as well as the benefits of our patented system.

          COST OF REVENUES. Costs incurred by the Company in producing revenues
in 2002 were approximately $122,000 as compared with $54,000 in 2001. As a
result, our gross profit and gross profit margins were approximately $179,000
and 59.6%, respectively, for the year ended December 31, 2002 and $148,000 and
73.3%, respectively, for the year ended December 31, 2001. The decrease in the
gross margins result from the fact that we were unable to increase our sales
price per impression in proportion to the costs being charged, thus resulting in
an overall lower gross margin.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. The Company's selling,
general and administrative expenses decreased by approximately $245,000, from
approximately $2,621,000 in 2001 to approximately $2,376,000 in 2002. The
primary components of this decrease were:

               (i) a decrease of $622,000 in investment banking and investor
               relation services from approximately $715,000 in 2001 to
               approximately $93,000 in 2002. Substantially all of such expense
               resulted from non-cash charges associated with the issuance of
               common stock and options in exchange for services.

               (ii) a decrease in professional fees of approximately $206,000
               from approximately $328,000 in 2001 to approximately $122,000 in
               2002. Such decrease results from litigation costs that were
               incurred in connection with disputes with former officers of the
               Company. Such disputes were settled during the first quarter of
               2002.

               (iii) a decrease in bad debt expense of approximately $134,000
               from approximately $204,000 in 2001 to approximately $70,000 in
               2002. The decrease results from the need to establish a large
               reserve in the prior year for uncollectible accounts. During
               2002, we have improved our monitoring of accounts receivable and
               have thus been able to reduce our bad debt exposure.

               (iv) selling, general and administrative cost containment
               efforts.

          These decreases were offset by the following increases:

               (i) an increase in compensation to our board of directors of
               approximately $209,000 from approximately $361,000 in 2001 to
               $570,000 in 2002. This


                                    14 of 24
<PAGE>

               increase results primarily from noncash charges from the issuance
               of shares of common stock to our board members in exchange for
               services rendered.

               (ii) an increase in marketing expenses of approximately $173,000
               in 2002. The increase in such costs primarily results from
               non-cash charges from the issuance of common stock in exchange
               for such services.

               (iii) an increase in consulting and outside services including
               web maintenance and shareholder fulfillment services of
               approximately $362,000 from approximately $360,000 in 2001 to
               approximately $722,000 in 2002. The increase in such costs are
               primarily associated with the maintenance and updating of the GNI
               system.

          LOSS FROM OPERATIONS. Loss from operations for 2002 was approximately
$2,196,000 as compared with $2,473,000 in 2001. The decrease in loss from
operations is attributable to the increase in revenues and a reduction in our
selling, general and administrative expenses in 2002 versus 2001.

          NET LOSS. Net loss was $2,211,000 for 2002 as compared with $2,482,000
in 2001.

          The Company has refocused its efforts from selling the GNI System
directly to working with strategic partners who would be able to represent GNI
more effectively. Management has held discussions with candidates throughout
2002 and into 2003, and we feel confident that we can negotiate a more
advantageous arrangement for GNI shareholders.

LIQUIDITY AND CAPITAL RESOURCES

          Our consolidated financial statements have been prepared assuming that
we will continue as a going concern. However, as shown in the accompanying
consolidated financial statements, we only generated revenues of approximately
$301,000, and $202,000 during 2002 and 2001, respectively. As a result, in part,
of our limited revenues, we incurred net losses of approximately $2,211,000 and
$2,482,000 and negative cash flow from operating activities of approximately
$1,229,000 and $1,111,000 during 2002 and 2001, respectively. As a result, we
had a cash balance of only $66,000, and an accumulated deficit of approximately
$8,148,000 as of December 31, 2002. We believe that we will continue to incur
net losses and cash flow deficiencies from operating activities through at least
December 31, 2003. These matters raise substantial doubts as to our ability to
continue as a going concern.

          To continue as a going concern we plan to seek opportunities to
increase revenues through strategic alliances in the advertising industry in
addition to those already formed and license or sell our proprietary software
for which we received patent approval during the second half of 2002. As further
discussed below, we raised $1,304,000 and $978,000 through the sales of shares
of common stock during 2002 and 2001, respectively, and we intend to continue to
seek additional equity and/or debt financing. We have limited fixed costs and as
such can curtail our cash usage without having a material impact on our overall
operations. As a result, we believe, but cannot assure, that the Company will
have sufficient resources and will be able to continue to operate through at
least December 31, 2003

          To enable us to sustain our operations through at least December 31,
2003 and ultimately complete our marketing and development program and achieve
profitability, we plan to seek additional financing for the Company through the
sale of debt and equity securities. During the period from


                                    15 of 24
<PAGE>

January 1, 2003 through April 3, 2003, we raised $98,000 through the sale of
shares of common stock.

          CASH FLOW FROM OPERATING ACTIVITIES. For 2002, the Company used net
cash from operating activities of $1,229,000, as compared with $1,111,000 in
2001. The cash usages in both 2002 and 2001 were used primarily to fund our net
losses. During the year ended December 31, 2002, we had non-cash charges to our
operations for provisions for doubtful accounts, depreciation and amortization,
and costs of services paid through the issuance of stock and stock options of
approximately $1,354,000, as compared to similar non-cash charges during the
year ended December 31, 2001 of approximately $1,364,000.

          CASH FLOW FROM INVESTING ACTIVITIES. For 2002, the Company had a net
cash outflow of $16,000 attributable to the purchase of equipment as compared
with $4,500 during the year ended December 31, 2001.

          CASH FLOW FROM FINANCING ACTIVITIES. For 2002, the Company had a net
cash inflow of $1,276,000 as compared with $695,000 in 2001. The increase
results from greater financing efforts through private placements in 2002 than
in 2001. During the year ended 2002, we raised $1,304,000 through the sale of
19,140,913 shares of common stock as compared with $978,000 through the sale of
7,677,663 shares of common stock in 2001. During the year ended December 31,
2002, we purchased 21,000 shares of our common stock for our treasury on the
open market at a cost of $4,600. During the year ended December 31, 2001, we
purchased 3,390,500 shares of our common stock for our treasury from former
officers and on the open market at a cost of $266,000. In addition, during the
year ended December 31, 2001, 400,000 shares of our common stock were purchased
for our treasury from former officers in exchange for the cancellation of
receivables aggregating $106,000.

          STOCKHOLDERS' EQUITY. The Company's stockholders' equity at December
31, 2002 was $519,000, including an accumulated deficit of $8,148,000. The
Company's stockholders' equity at December 31, 2001 was $262,000, including an
accumulated deficit of $5,938,000. The components of the changes in
stockholders' equity include the following:

               (i) Proceeds of $1,304,000, net of payments for related costs and
               expenses of $89,000 from the sale and issuance of 14,333,006
               shares of common stock, through private placements. In connection
               therewith, we issued 5,365,655 for financial services related to
               the private placements. A total of 4,500,000 shares of such stock
               will be converted into 4,500,000 shares of preferred stock upon
               the proper filing of a certificates of designations with respect
               to the preferred stock.

               (ii) Issuance of 10,370,000 shares of common stock with an
               aggregate fair value of $1,168,000 in exchange for various
               selling, general and administrative expenses during those years.

               (iii) The retirement of 2,820,000 shares of treasury stock with a
               cost of $123,000.

               (iv) The purchase of 21,000 shares of stock for our treasury with
               a cost of $4,600.

          We will require additional capital during 2003 to continue to
implement our 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 our stockholders.


                                    16 of 24
<PAGE>

No assurance can be given, however, that we will have access to the capital
markets in the future, or that financing will be available on acceptable terms
to satisfy our cash requirements to implement our business strategy. If we are
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 us, we may be required to
curtail operations significantly or to obtain funds through entering into
arrangements with collaborative partners or others that may require us to
relinquish rights in its technology. While we have begun to receive commercial
revenues, there can be no assurances that revenue growth will continue or be
able to provide adequate cash to sustain our 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".

          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.


                                    17 of 24
<PAGE>

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

          Mr. Mason, age 59, has more than 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.

          Dennis Stillwell, Secretary and Director

          Mr. Stillwell, age 56, 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 61, 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. At
the present time, Mr. Benjou is director of the New York office of Ad Click.

          Paul Benjou, Director

          Mr. Benjou, age 54, 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, an integrated marketing network, specializing in
direct and promotional marketing and brand building. Prior to that, Mr. Benjou
was President of Group 1, an advertising company owned by him.


                                    18 of 24
<PAGE>

          Donald Gilbert, Director

          Mr. Gilbert, 42, joined our Board of Directors in the fall of 2002.
Since leaving the U.S. Military, honorably discharged, Mr. Gilbert has been
active in the high level security business protecting various U.S. and
International dignitaries most recently as head of Estee Lauder Security,
Worldwide.

          Alex Lucas, Director

          Mr. Lucas, age 61, 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, and Lucas, each of whom is a director,
failed to file their respective Form 5s in 2002 as required by Section 16(a) of
the Exchange Act. We expect that these individuals will file Form 5s 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 year ended December 31, 2002 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. Mr. James C. Mason is the only officer
compensated by the Company.

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE
        Annual Compensation              Long-Term Compensation
------------------------------------------------------------------------------------------------------
                                                                         Awards         Payouts
                                                                   -----------------------------------

                                                                                Securities
                                                         Other     Restricted   Underlying
                                                        Annual        Stock      Options/       LTIP       All Other
Name and Principal              Salary      Bonus     Compensation  Award(s)      SARs(1)      Payouts    Compensation
Position               Year       ($)        ($)          ($)          ($)          (#)          ($)          ($)

<S>                    <C>      <C>         <C>       <C>          <C>          <C>            <C>        <C>
James C. Mason,        2002     144,000        0           0       1,000,000         0            0            0
President, CEO,
Treasurer &
Director
</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.


                                    19 of 24
<PAGE>

          The members of our board of directors are reimbursed for actual
expense incurred in attending board meetings. In December, 2002, the members of
our Board were granted additional shares of our common stock in lieu of
compensation and for services rendered to the Company. Messrs. Benjou and
Altschiller each received 200,000 shares, Messrs Mason and Stillwell received
1,000,000 shares each, and a new member, Mr. Gilbert, received 400,000 shares.
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 March 28, 2003 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 4, 2003, there were 49,501,742 shares of common stock
outstanding.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner    Number of Shares Beneficially Owned       Percentage of Class
-----------------------------------------------------------------------------------------------------
Officers and Directors

<S>                                                  <C>                                <C>
James C. Mason                                       4,305,000                          13.4%**
575 Madison Avenue, 10th Floor
New York, New York 10022

Dennis Stillwell                                     3,000,000                           8.1%
575 Madison Avenue, 10th Floor
New York, New York 10022

David Altschiller                                      400,000                           0.4%
575 Madison Avenue, 10th Floor
New York, New York 10022

Paul Benjou                                            400,000                           0.4%
575 Madison Avenue, 10th Floor
New York, New York 10022

Alex Lucas                                             100,000                           0.4%
575 Madison Avenue, 10th Floor
New York, New York 10022

Donald Gilbert                                         400,000                           0.4%
575 Madison Avenue, 10th Floor
New York, New York 10022

Officers and directors as a group                    8,605,000                          22.2%
</TABLE>


                                    20 of 24
<PAGE>


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.

Advances to officer:

          As of December 31, 2002 we had advanced $135,446 to James C. Mason.
Such advance is noninterest bearing and due on demand.

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 of approximately $257,000 and $221,000 for 2002 and 2001,
respectively.


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)
        10.1    Agreement between the Newspaper National Network and Global
                Network Inc. dated March 27, 2001. (2)
        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.

(2)  Incorporated by reference to GNI's Registration Statement on Form 10-KSB,
     filed with the Securities and Exchange Commission on December 31, 2000.


                                    21 of 24
<PAGE>

(b)  Reports on Form 8-K

          The Company did not file any reports on Form 8-K for the period
covered by this report.

Item 14. Controls and Procedures

          (a) Evaluation of disclosure controls and procedures. We maintain
disclosure controls and procedures designed to provide reasonable assurance that
information required to be disclosed in the reports we file with the SEC is
recorded, processed, summarized and reported within the time periods specified
in the rules of the SEC. Within 90 days prior to the filing of this Annual
Report on Form 10-KSB, we carried out an evaluation, under the supervision and
the participation of our management including our Chief Executive Officer of the
design and operation of these disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, our Chief Executive
Officer concluded that our disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to the Company
required to be included in our periodic SEC filings.

          (b) Changes in internal controls. There were no significant changes in
internal controls or other factors that could significantly affect our internal
controls subsequent to the date of our evaluation.


                                    22 of 24
<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 11, 2003
                                             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 11, 2003
---------------------------------
James C. Mason, CEO, President,
Treasurer and Director
(Principal Executive, Financial
and Accounting Officer)

/s/ Dennis Stillwell                                     April 11, 2003
---------------------------------
Dennis Stillwell, Secretary and
Director

/s/ Paul Benjou                                          April 11, 2003
---------------------------------
Paul Benjou
Director

/s/ Donald Gilbert                                       April 11, 2003
---------------------------------
Donald Gilbert
Director


                                 CERTIFICATIONS

          I, James C. Mason, Chief Executive Officer of Global Network, Inc.,
certify that:

          1. I have reviewed this annual report on Form 10-KSB of Global
Network, Inc.;

          2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;


                                    23 of 24
<PAGE>

          3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

          4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

          (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

          (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

          5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

          (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

          (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

          6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 15, 2003                   /s/ James C. Mason
                                       ------------------
                                       Name:   James C. Mason
                                       Title:  CEO, President, Treasurer and
                                               Director (Principal Executive,
                                               Financial and Accounting Officer)





                                    24 of 24


<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY




                                    I N D E X


                                                                           PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                   F-2

CONSOLIDATED BALANCE SHEET
     DECEMBER 31, 2002                                                     F-3

CONSOLIDATED STATEMENTS OF OPERATIONS
     YEARS ENDED DECEMBER 31, 2002 AND 2001                                F-4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     YEARS ENDED DECEMBER 31, 2002 AND 2001                                F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS
     YEARS ENDED DECEMBER 31, 2002 AND 2001                                F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-7/15



                                      * * *


                                      F-1

<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 as of December 31, 2002, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years ended December 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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, 2002, and their results of operations and cash
flows for the years ended December 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As further discussed in Note
3 to the consolidated financial statements, the Company's operations have
generated recurring losses and negative net cash flows from operating
activities. Such matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 3. The accompanying consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.




                                                        J.H. COHN LLP

Roseland, New Jersey
April 3, 2003



                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS
<S>                                                                            <C>
Current assets:
     Cash and cash equivalents                                                  $    66,335
     Accounts receivable, net of allowance for doubtful accounts of $53,402         214,095
     Advances to officer                                                            135,446
     Other current assets                                                            26,615
                                                                                -----------
              Total current assets                                                  442,491

Equipment, net of accumulated depreciation of $66,539                                90,554
Capitalized software development costs, net of accumulated
     amortization of $190,852                                                       231,262
Other assets                                                                         12,523
                                                                                ------------

              Total                                                             $   776,830
                                                                                ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                                      $   211,412
     Current portion of notes payable                                                22,650
     Other current liabilities                                                        4,252
                                                                                -----------
              Total current liabilities                                             238,314

Notes payable, net of current portion                                                19,456
                                                                                -----------
              Total liabilities                                                     257,770
                                                                                -----------

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;
         48,082,242 shares issued and outstanding                                    48,082
     Additional paid-in capital                                                   8,764,265
     Stock subscription receivable for 245,000 shares                               (24,500)
     Treasury stock - 156,000 shares, at cost                                      (120,486)
     Accumulated deficit                                                         (8,148,301)
                                                                                -----------
              Total stockholders' equity                                            519,060
                                                                                -----------

              Total                                                             $   776,830
                                                                                ===========

</TABLE>


See Notes to Consolidated Financial Statements.



                                      F-3

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001





                                                    2002               2001
                                                ------------       ------------

Revenues                                        $    301,106       $    201,691

Cost of revenues                                     121,506             53,918
                                                ------------       ------------

Gross profit                                         179,600            147,773

Selling, general and administrative
     expenses                                      2,375,727          2,620,994
                                                ------------       ------------

Loss from operations                              (2,196,127)        (2,473,221)
                                                ------------       ------------

Other income (expense):
     Interest income                                                      7,182
     Interest expense                                (14,548)           (15,955)
                                                ------------       ------------
         Totals                                      (14,548)            (8,773)
                                                ------------       ------------

Net loss                                        $ (2,210,675)      $ (2,481,994)
                                                ============       ============

Basic net loss per common share                 $       (.07)              (.18)
                                                ============       ============

Basic weighted average common shares
     outstanding                                  30,895,075         13,817,105
                                                ============       ============








See Notes to Consolidated Financial Statements.


                                      F-4

<PAGE>


<TABLE>
<CAPTION>

                                            GLOBAL NETWORK, INC. AND SUBSIDIARY

                                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                          YEARS ENDED DECEMBER 31, 2002 AND 2001


                                   Common Stock          Stock      Additional        Treasury Stock
                               ---------------------  Subscription    Paid-in   ------------------------   Accumulated
                                 Shares     Amount     Receivable     Capital     Shares       Amount        Deficit       Total
                               ----------  ---------  ------------- ----------- -----------   ----------  ------------  -----------
<S>                           <C>         <C>         <C>          <C>         <C>          <C>          <C>           <C>
Balance, January 1, 2001       12,188,250   $12,188    $4,551,987                  14,500    $ (17,670)   $(3,455,632)  $1,090,873

Sale of shares of common
   stock through private
   placements, net of
   expenses of $139,451         7,677,553     7,678       970,569                                                         978,247

Purchases of treasury
   stock for cash                                                               3,390,500     (265,934)                  (265,934)

Purchases of treasury stock
   through cancellation of
   advances receivable from
   former officers                                                                400,000     (105,627)                  (105,627)

Effects of issuance of
   common stock in exchange
   for services                  1,367,778     1,368     1,045,438                                                       1,046,806

Retirement of treasury stock     (850,000)     (850)     (149,777)               (850,000)     150,627

Effects of issuance of
   common stock in exchange
   for cancellation of stock
   options                        450,000       450          (450)

Net loss                                                                                                   (2,481,994) (2,481,994)
                               ----------   -------    ----------   --------   ----------    ---------    -----------   ---------

Balance, December 31, 2001     20,833,581    20,834     6,417,767               2,955,000     (238,604)    (5,937,626)    262,371

Sale of shares of common
   stock through private
   placements, net of
   expenses of $89,250         19,698,661    19,698     1,309,148   $(24,500)                                           1,304,346

Purchases of treasury
   stock for cash                                                                  21,000       (4,582)                    (4,582)

Retirement of treasury stock   (2,820,000)   (2,820)     (119,880)             (2,820,000)     122,700

Effects of issuance of common
   stock in exchange for
   services                    10,370,000    10,370     1,157,230                                                       1,167,600

Net loss                                                                                                   (2,210,675) (2,210,675)
                               ----------   -------    ----------   --------   ----------    ---------    -----------  ----------

Balance, December 31, 2002     48,082,242   $48,082    $8,764,265   $(24,500)     156,000    $(120,486)   $(8,148,301) $  519,060
                               ==========   =======    ==========   ========   ==========    =========    ===========  ==========
</TABLE>



See Notes to Consolidated Financial Statements.



                                      F-5

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>

                                                                       2002              2001
                                                                  -------------      -------------
<S>                                                              <C>                <C>
Operating activities:
     Net loss                                                       $(2,210,675)       $(2,481,994)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Provision for doubtful accounts                                 69,684            203,846
         Depreciation                                                    31,418             28,275
         Amortization of software development costs                      84,823             84,823
         Costs of services paid through issuance of
              common stock and stock options                          1,167,600          1,046,806
         Changes in operating assets and liabilities:
              Accounts receivable                                      (195,555)          (124,727)
              Advances to officer                                       (66,605)            (4,014)
              Other current assets                                      (21,865)            15,950
              Other assets                                                                  (4,686)
              Accounts payable and accrued expenses                     (71,128)           124,588
              Other current liabilities                                 (16,312)
                                                                  -------------      --------------
                  Net cash used in operating activities              (1,228,615)        (1,111,133)
                                                                  -------------      -------------

Investing activities - purchases of equipment                           (15,718)            (4,461)
                                                                  -------------      -------------

Financing activities:
     Payments of notes payable                                          (23,347)           (17,413)
     Proceeds from sale of common stock and warrants,
         net of expenses                                              1,304,346            978,247
     Purchases of treasury stock                                         (4,582)          (265,934)
                                                                  -------------      -------------
                  Net cash provided by financing activities           1,276,417            694,900
                                                                  -------------      -------------

Net increase (decrease) in cash and cash equivalents                     32,084           (420,694)

Cash and cash equivalents, beginning of year                             34,251            454,945
                                                                  -------------      -------------

Cash and cash equivalents, end of year                            $      66,335      $      34,251
                                                                  =============      =============


Supplemental disclosure of cash flow data:
     Interest paid                                                $      14,548      $      15,955
                                                                  =============      =============
</TABLE>




See Notes to Consolidated Financial Statements.


                                       F-6

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and business:
          Global Network, Inc. ("GNI") and its subsidiary (collectively, the
          "Company") began to develop business operations comprised of packaging
          and selling online banner advertising on newspaper web sites to
          national advertisers on April 26, 1999. The Company 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 the inception of its operations on April 26, 1999 through
          June 30, 2002, the Company did not generate any significant revenues
          and, accordingly, it was in the development stage during that period
          for accounting purposes and was required to make certain disclosures
          related to such development. During the period from July 1, 2002 to
          December 31, 2002, the Company received patent approval for its
          proprietary software, completed its marketing plans and began
          recognizing the benefits of various strategic alliances that are
          expected to provide a more continuous revenue stream. Accordingly, the
          Company is no longer considered a development stage company for
          accounting purposes.


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 GNI and its wholly-owned subsidiary. 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 when acquired to be cash equivalents.

          Revenue recognition:
               Revenue is recognized when earned and collectibility is
               reasonably assured. For advertising services, revenue is earned
               generally when advertising placed by the Company appears on the
               newspaper web sites.


                                      F-7

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   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.

          Equipment:
               Equipment is stated at cost, net of accumulated depreciation.
               Depreciation 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.

          Impairment of long-lived assets:
               Impairment losses on long-lived assets, such as equipment and
               capitalized software 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.

          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 stock options, were issued
               during the period.


                                      F-8

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 - Summary of significant accounting policies (concluded):
          Net earnings (loss) per common share (concluded):
               Since the Company had losses in 2002 and 2001, the assumed
               effects of the exercise of outstanding stock options for the
               purchase of 295,000 shares of common stock outstanding in both
               2002 and 2001 and the application of the treasury stock method
               were anti-dilutive and, therefore, diluted per share amounts have
               not been presented in the accompanying consolidated statements of
               operations for those periods.

          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.

               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.


Note 3 - Basis of presentation:
          The accompanying consolidated financial statements have been prepared
          assuming that the Company will continue as a going concern. The
          Company only generated revenues of approximately $301,000 and $202,000
          during 2002 and 2001, respectively. As a result, in part, of its
          limited revenues, the Company incurred net losses of $2,211,000 and
          $2,482,000, and negative cash flows from operating activities of
          $1,229,000 and $1,111,000 during 2002 and 2001, respectively. The
          Company had a cash balance of only $66,000 and an accumulated deficit
          of approximately $8,148,000 as of December 31, 2002. In addition,
          management believes that the Company will continue to incur net losses
          and cash flow deficiencies from operating activities through at least
          December 31, 2003. These matters raise substantial doubt about the
          Company's ability to continue as a going concern.


                                      F-9

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Basis of presentation (concluded):
          To enable the Company to continue as a going concern through at least
          the year ending December 31, 2003, management plans to continue to
          seek opportunities to increase revenues through strategic alliances in
          the advertising industry, in addition to those already formed, and the
          licensing or sale of the Company's proprietary software that received
          patent approval during the second half of 2002. The Company raised
          $1,304,000 and $978,000 through the sale of shares of common stock
          during 2002 and 2001, respectively, and management intends to continue
          to seek additional equity and/or debt financing for the Company. Since
          the Company has limited fixed costs, management will have the ability
          to curtail the Company's cash usage without causing a material adverse
          impact on its overall operations during 2003. As a result, management
          believes, but cannot assure, that the Company will have sufficient
          resources and will be able to continue to operate through at least
          December 31, 2003.

          The accompanying consolidated financial statements do not include any
          adjustments related to the recoverability and classification of assets
          or the amounts and classification of liabilities that might be
          necessary should the Company be unable to continue its operations as a
          going concern.


Note 4 - Advances to officers:
          Advances to officers of $135,446 outstanding as of December 31, 2002
          were noninterest bearing and due on demand. Information as to the fair
          value of these financial instruments as of December 31, 2002 and 2001
          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 5 - Equipment:
          Equipment consisted of the following at December 31, 2002:

             Computer equipment                               $ 153,191
             Furniture                                            3,902
                                                              ---------
                                                                157,093
             Less accumulated depreciation                       66,539
                                                              ---------

                  Total                                       $  90,554
                                                              =========


Note 6 - Income taxes:
          As of December 31, 2002, the Company had net operating loss
          carryforwards of approximately $7,913,000 available to reduce future
          Federal and state taxable income which, if not used, will expire at
          various dates through 2022. 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 $3,165,000 from the utilization of
          those net operating loss carryforwards by an equivalent valuation
          allowance as of December 31, 2002.


                                      F-10

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Income taxes (concluded):
          The Company had also offset the potential benefits of $1,945,000 and
          $1,020,000 from net operating loss carryforwards by equivalent
          valuation allowances as of December 31, 2001 and 2000, respectively.
          As a result of the increases in the valuation allowance of $1,220,000
          and $825,000 during 2002 and 2001, respectively, there are no credits
          for income taxes reflected in the accompanying consolidated statements
          of operations to offset pre-tax losses.


Note 7 - Notes payable:
          Notes payable consists of various equipment financing obligations
          payable in monthly installments through July 2005 with interest at
          variable rates (the effective rates ranged from 19.5% to 36.7% at
          December 31, 2002). The notes are secured by substantially all of the
          Company's computer equipment.

          Required principal payments for the notes in each of the years
          subsequent to December 31, 2002 are as follows:

                  Year Ending
                  December 31,                                    Amount
                  ------------                                    -------
                     2003                                         $22,650
                     2004                                          12,437
                     2005                                           7,019
                                                                  -------

                        Total                                     $42,106
                                                                  =======


Note 8 - Commitments and contingencies:
          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. 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, 2002, each customer
               generated a significant percentage of its total revenues in 2002
               and 2001 and a few customers accounted for substantially all of
               its accounts receivable balance as of December 31, 2002. To limit
               credit risk, the Company closely monitors the extension of credit
               while maintaining an appropriate allowance for doubtful accounts
               based on, among other things, the credit risk of specific
               customers and current economic conditions. Accordingly,
               management does not believe that the Company was exposed to
               significant credit risk at December 31, 2002.


                                      F-11

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - 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, 2002.

          Issuances and cancellations of common stock:
               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.

               During 2002, the Company received proceeds of $1,304,346, net of
               payments for related costs and expenses of $89,250, from the sale
               and issuance of 14,333,006 shares of common stock that were made
               through private placements intended to be exempt from
               registration under the Securities Act of 1933 (the "Act"). In
               addition, a total of 5,365,655 shares were issued for financial
               services related to the private placement. A total of 4,500,000
               shares of common stock sold through the private placements will
               be converted into 4,500,000 shares of preferred stock upon the
               proper filing of the certificate of designation with respect to
               the preferred stock. Holders of the preferred shares will be
               entitled to receive dividends at the annual rate of 8% and will
               have voting rights equivalent to those of a holder of common
               stock. In addition to selling shares through the private
               placements during 2002, the Company had received subscriptions
               for the purchase of 245,000 shares of common stock at $.10 per
               share or a total of $24,500 as of December 31, 2002. During 2001,
               the Company received proceeds of $978,247, net of payments for
               related costs and expenses of $139,451, from the sale and
               issuance of 7,677,553 shares of common stock that were made
               through private placements intended to be exempt from
               registration under the Act.

               During 2002 and 2001, the Company issued a total of 10,370,000
               and 1,367,778 shares of common stock, respectively, as
               compensation for the services of executive officers and
               consultants. The shares had approximate aggregate fair values of
               $1,167,600 and $1,046,806 as of the dates the Company agreed to
               issue the shares in 2002 and 2001, respectively, which were
               charged to selling, general and administrative expenses during
               those years.

               The issuances of shares for services were noncash transactions
               that are not reflected in the accompanying consolidated
               statements of cash flows.


                                      F-12

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - Stockholders' equity (continued):
          Treasury stock:
               A summary of the changes in treasury stock during the years ended
               December 31, 2002 and 2001 is presented below:
<TABLE>
<CAPTION>

                                                                   Shares       Amount
                                                                ----------    ----------
               <S>                                            <C>            <C>

                  Balance, at January 1, 2001                       14,500     $ 17,670
                  Purchases from former officers (a):
                     For cancellation of advances receivable       400,000      105,627
                     For cash                                    3,270,000      167,700
                  Other purchases (b)                              120,500       98,234
                  Retirements                                     (850,000)    (150,627)
                                                                ----------     --------

                  Balance, at December 31, 2001                  2,955,000      238,604
                  Other purchases (b)                               21,000        4,582
                  Retirements                                   (2,820,000)    (122,700)
                                                                ----------     --------

                  Balance, at December 31, 2002                    156,000     $120,486
                                                                ==========     ========
</TABLE>

               (a)  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 January 1,
                    2001, these former officers held a total of 3,870,000 shares
                    of the Company's common stock. Pursuant to the agreements,
                    the Company effectively repurchased a total of 400,000
                    shares of common stock from the former officers during 2001
                    in exchange for the cancellation of receivables of $105,627
                    that arose from noninterest bearing advances made to them
                    prior to January 1, 2001. The repurchases of those shares in
                    exchange for the cancellation of receivables were noncash
                    transactions that are not reflected in the accompanying 2001
                    consolidated statement of cash flows. The agreements also
                    required the Company to repurchase an additional total of
                    3,270,000 shares of common stock from the former officers at
                    the rate of 300,000 shares per month and a purchase price of
                    $.10 per share.

                    However, management of the Company believed that the former
                    officers breached their respective obligations under the
                    agreements and, after repurchasing 450,000 shares for
                    $45,000, the Company stopped such repurchases and filed a
                    Demand for Arbitration with the American Arbitration
                    Association during 2001. Pursuant to settlement agreements
                    with the former stockholders, the Company repurchased the
                    remaining 2,820,000 shares subject to the original
                    repurchase agreements for $122,700.

               (b)  As of December 31, 2002, the Board of Directors authorized
                    the repurchase by the Company of up to 300,000 shares of its
                    outstanding common stock of which 156,000 shares had been
                    repurchased pursuant to such authorization.


                                      F-13

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 9 - Stockholders' equity (concluded):
          Stock options:
               A summary of the status of the Company's shares subject to stock
               options as of December 31, 2002 and 2001 and changes during the
               years then ended is presented below:
<TABLE>
<CAPTION>

                                                               2002                       2001
                                                 -----------------------------  -------------------------
                                                                 Weighted                      Weighted
                                                                 Average                       Average
                                                                 Exercise                      Exercise
                                                    Shares        Price         Shares          Price
                                                    ------     -----------     -------      -------------
          <S>                                    <C>          <C>            <C>           <C>

               Outstanding, at beginning
                   of year                          295,000        $.65          295,000        $.65
               Granted (a)                                                       450,000         .93
               Canceled (a)                                                     (450,000)       (.93)
               Expired                             (195,000)       (.50)
                                                   --------                     --------

               Outstanding, at end of year (b)      100,000        $.93          295,000        $.65
                                                    =======        ====          =======        ====
</TABLE>

               (a)  During 2001, the Company issued options to purchase 450,000
                    shares of common stock that were originally exercisable at
                    $.93 per share and were due to expire on February 28, 2003.
                    The options were issued in exchange for consulting services
                    provided in connection with the development of the Company's
                    proprietary software and, accordingly, the fair value of
                    those options of $324,000 was capitalized. The fair value of
                    the options was determined using a Black-Scholes
                    option-pricing model in accordance with SFAS 123 based on
                    the following assumptions: expected life of options of 1.5
                    years, risk free interest rate of 6%, dividend yield of 0%
                    and volatility of 113%. The issuances of the options for
                    services and the shares for the cancellation of the options
                    are noncash transactions that are not reflected in the
                    accompanying consolidated statements of cash flows.

                    During 2001, the Company also agreed to issue 450,000 shares
                    of its common stock in exchange for the cancellation of the
                    options. The fair value of the common stock issued to the
                    holders of the options was less than the original fair value
                    of the options granted and, accordingly, the accompanying
                    consolidated financial statements do not reflect any
                    adjustments of the amounts originally recorded as a result
                    of the exchange.

               (b)  All of the options outstanding as of December 31, 2002 are
                    exercisable and expire on February 28, 2003.


                                      F-14

<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10 - 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 $257,000
           and $221,000 for 2002 and 2001, respectively.


Note 11 - Subsequent events:
           During the period from January 1, 2003 through April 3, 2003, the
           Company received gross proceeds of $98,000 from the sale of 830,000
           shares of common stock through a private placement. In addition, a
           total of 589,500 shares of common stock were issued for financial
           services in connection with private placements.



                                      * * *



                                      F-15