As Filed with the Securities and Exchange Commission on July 30, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------

GPN NETWORK, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 3841 13-3301899
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Number) Identification
incorporation or Number)
organization)

1901 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(310) 286-2211
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------------

Todd M. Ficeto
President, Chief Financial Officer
GPN Network, Inc.
1901 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(310) 286-2211
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to
--------------------------
Thomas J. Poletti, Esq.
Ted Weitzman, Esq.
Kirkpatrick & Lockhart LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, California 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class | Amount to be | Proposed Maximum | Proposed | Amount of
of Securities to be | Registered | Offering Price | Maximum | Registration
Registered | | per Share (1) | Aggregate | Fee
| | | Offering |
| | | Price (1) |
- --------------------------------------------------------------------------------
Common Stock, | | | |
$.001 par value | 12,200,000 | $0.06 | $ 732,000 | $ 68
- --------------------------------------------------------------------------------
Common Stock, | | | |
$.001 par value | 2,500,000 | $0.06 | 150,000 | 14
- --------------------------------------------------------------------------------
Total Registration | | | |
Fee | | | $ 882,000 | $ 82
================================================================================
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of computing the amount of the registration fee.
(2) Represents shares which may be issued upon exercise of warrants issued to
the selling stockholder.
--------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall hereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to such Section 8(a),
may determine.

PROSPECTUS

- --------------------------------------------------------------------------------
| The information in this prospectus is not complete and may be changed. |
| We may not sell these securities until the registration statement filed with |
| the Securities and Exchange Commission is effective. This prospectus is not |
| an offer to sell these securities and we are not soliciting offers to buy |
| these securities in any state where the offer or sale is not permitted. |
- --------------------------------------------------------------------------------

Subject to Completion, Dated July 30, 2002

14,700,000 Shares

GPN NETWORK, INC.

COMMON STOCK

This prospectus relates to 14,700,000 shares of common stock of GPN
Network, Inc. that may be sold from time to time by the selling stockholder
named in this prospectus. We will not receive any proceeds from the sales by the
selling stockholder.
-------------------

Our common stock is traded on the Over-The-Counter Bulletin Board
maintained by the National Association of Securities Dealers, Inc. under the
symbol "GPNN."
-------------------

The securities offered by this prospectus involve a high degree of
risk. See "Risk Factors" beginning on page 3.

-------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

-------------------

The date of this prospectus is ______________, 2002

INSIDE FRONT COVER

Table of Contents

PROSPECTUS SUMMARY...........................................................1
RISK FACTORS.................................................................3
USE OF PROCEEDS..............................................................7
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS......................7
DIVIDEND POLICY..............................................................7
CAPITALIZATION...............................................................8
SELECTED CONSOLIDATED FINANCIAL DATA.........................................9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................................10
BUSINESS....................................................................15
MANAGEMENT..................................................................18
CERTAIN TRANSACTIONS........................................................20
PRINCIPAL STOCKHOLDERS......................................................21
DESCRIPTION OF CAPITAL STOCK................................................21
SHARES ELIGIBLE FOR FUTURE SALE.............................................24
THE SELLING STOCKHOLDERS....................................................25
PLAN OF DISTRIBUTION........................................................26
LEGAL MATTERS...............................................................27
EXPERTS.....................................................................27
CHANGE IN INDEPENDENT AUDITORS..............................................27
ADDITIONAL INFORMATION......................................................28
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.................................F-1

-------------------

Please read this prospectus carefully. It describes our business, our
financial condition and results of operations. We have prepared this prospectus
so that you will have the information necessary to make an informed investment
decision.

You should rely on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholder is offering to sell shares
of our common stock and seeking offers to buy shares of our common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of the prospectus, regardless of
the time the prospectus is delivered or the common stock is sold.

Until _________, 2002 (40 days after the date of this prospectus), all
dealers effecting transactions in these securities may be required to deliver a
prospectus, even if they do not participate in this offering. This is in
addition to the obligations of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and special reports and other information with the SEC.
Certain of our SEC filings are available over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file with the
------------------
SEC at its public reference facilities:

Public Reference Room Office
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Callers in the United States can also call
1-800-732-0330 for further information on the operations of the public reference
facilities.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this prospectus contains statements
relating to our future business and/or results, including, without limitation,
the statements under the captions "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business." These statements include certain projections and business trends
that are "forward-looking" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. You can identify these statements by
the use of words like "may," "will," "could," "should," "project," "believe,"
"anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend,"
"continue" and variations of these words or comparable words. Forward-looking
statements do not guarantee future performance and involve risks and
uncertainties. Actual results will differ, and may differ materially, from
projected results as a result of certain risks and uncertainties. These risks
and uncertainties include, without limitation, those described under "Risk
Factors" and those detailed from time to time in our filings with the SEC, and
include, among others, the following:

o our limited operating history and substantial doubt about our ability
to continue as a going concern;

o continuing depletion of our assets as a result of having no income-
producing operations or assets;

o our ability to enter into a business combination or asset acquisition;

o our ability to obtain additional funds to maintain our operations;

o any unknown liability or other claims asserted against us as a result
of reverse merger; and

o other factors referenced or incorporated by reference in this prospectus
and other filings with the Securities and Exchange Commission.

These risks are not exhaustive. Other sections of this prospectus may
include additional factors which could adversely impact our business and
financial performance. Moreover, we operate in a very competitive and rapidly
changing environment. New risk factors emerge from time to time and it is not
possible for our management to predict all risk factors, nor can we assess the

impact of all factors on our business or to the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results. These forward-looking statements
are made only as of the date of this prospectus. Except for our ongoing
obligation to disclose material information as required by federal securities
laws, we do not intend to update you concerning any future revisions to any
forward-looking statements to reflect events or circumstances occurring after
the date of this prospectus.

iii

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it
may not contain all of the information that is important to you. You should read
the following summary together with the more detailed information regarding our
company and the notes being sold in this offering, including "Risk Factors" and
our consolidated financial statements and related notes, included elsewhere in,
or incorporated by reference into, this prospectus.

Our Company

We are a Delaware corporation and, until July 2001, were engaged in the
business, through our subsidiaries, affiliates and strategic alliances, of
assisting unaffiliated early-stage development and small to mid-sized emerging
growth companies with financial and business development services, including
raising capital in private and public offerings. During 2001, due in large part
to the decreased availability of investment capital to our target market of
Internet related, small growth companies, we failed to meet our revenue targets.
A private investor acquired a majority interest in us on July 27, 2001. We
installed new management and discontinued our existing operations effective July
27, 2001. We are currently in preliminary negotiations where we may merge with
or acquire a record label company and obtain additional capital funding.
However, no plan of merger or other agreements have been executed, and we cannot
assure you that such a series of transactions will be successfully completed.

The Offering

Common stock offered by selling stockholder.......... 14,700,000 shares
Common stock to be outstanding after the offering.... 16,677,897 shares
Use of proceeds...................................... We will not receive any
proceeds from the sale of
the common stock.
OTC Bulletin Board.................................... GPNN

The above information is based on the number of shares of common stock
outstanding as of March 31, 2002, and excludes:

o 632,125 shares of common stock issuable upon exercise of
outstanding stock options with a weighted-average exercise price
of $2.50 per share; and

o 4,742,369 shares of common stock issuable upon exercise of
outstanding warrants with a weighted-average exercise price of
$3.78 per share.

Additional Information

Our predecessor corporation, Go Public Network, Inc., was incorporated
in Nevada in December 1999. Go Public Network, Inc. merged with and into DermaRx
Corporation, a Delaware corporation, and changed its name to GoPublicNow.com,
Inc. in April 2000. We changed our name from GoPublicNow.com, Inc. to GPN
Network, Inc. in November 2000. Our executive offices are located at 1901 Avenue
of the Stars, Suite 1500, Los Angeles, California 90067, and our telephone
number is (310) 286-2211.

In this prospectus, the terms "GPN Network," "we," "us," and "our"
refer to GPN Network, Inc., a Delaware corporation and its consolidated
subsidiaries, as appropriate in the context, and, unless the context otherwise
requires, "common stock" refers to the common stock, par value $0.001 per share,
of GPN Network, Inc.

Summary Consolidated Financial Data

The following table presents summary historical consolidated financial
information for the years ended December 31, 2000 and 2001, which has been
derived from our audited consolidated financial statements included elsewhere in
this prospectus, and for the three month periods ended March 31, 2001 and 2002,
which has been derived from our unaudited condensed consolidated financial
statements included elsewhere in this prospectus. The unaudited condensed
consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements and reflect all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
for each of the periods presented. The summary historical consolidated financial
information does not purport to indicate results of operations as of any future
date or for any future period. The summary historical consolidated financial
information has been derived from and should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition," our audited consolidated financial statements and notes thereto,
which are included elsewhere in this prospectus.

Year Ended Three Months Ended
December 31, March 31,
------------------------- -------------------------
2001 2000 2002 2001
---- ---- ---- ----
(unaudited) (unaudited)
Consolidated Statements
of Operations Data:
Revenues.................. $ -- $ -- $ -- $ --
Operating expenses........ 19,982 -- 50,489 --
------------ ------------ ------------ ------------
Operating loss............ (19,982) -- (50,489) --
Other income (expenses)... (1,662) -- (1,802) --
------------ ------------ ------------ ------------
Net loss from continuing
operations.............. (21,644) -- (53,891) --
------------ ------------ ------------ ------------
Net loss from discontinued
operations.............. (1,860,727) (2,060,469) -- (798,706)
------------ ------------ ------------ ------------
Net Loss.................. $(1,882,371) $(2,060,469) $ (53,891) $ (798,706)
============ ============ ============ ============

Basic and diluted loss per
common share from:(1)
continuing operations... $ 0.00 $ -- $ 0.00 $ --
discontinued operations. $ (0.17) $ (0.20) $ -- $ (0.08)
------------ ------------ ------------ ------------
Basic and diluted loss
per share.............. $ (0.17) $ (0.20) $ 0.00 $ (0.08)
============ ============ ============ ============
Basic and diluted weighted
average common shares
outstanding............ 11,366,075 10,346,821 15,789,008 10,399,786
============ ============ ============ ============
- --------------

(1) See note 3 of the notes to financial statements for a description of the
computation of net income (loss) per share and the number of shares used in
the per share calculation.

March 31, 2002
--------------------
(unaudited)
Balance Sheet Data:
Cash and cash equivalents................................. $ 2,826
Working capital (deficit)................................. (496,982)
Total current assets...................................... 2,826
Total assets.............................................. 2,826
Total current liabilities................................. 499,808
Note payable to affiliate................................. 51,765
Total liabilities......................................... 551,573
Total stockholders' equity (deficit)...................... (548,747)

RISK FACTORS

This offering and any investment in our common stock involve a high
degree of risk. You should carefully consider the risks described below and all
of the information contained in this prospectus before deciding whether to
purchase our common stock. If any of the following risks actually occur, our
business, financial condition and results of operations could be harmed. The
trading price of our common stock could decline, and you may lose all or part of
your investment in our common stock.

Because we are currently inactive and have no business plan, industry
specific business risks and uncertainties cannot be ascertained.

RISKS RELATED TO OUR FINANCIAL RESULTS

The auditor's report contains a statement that our net loss and negative cash
flows raise substantial doubt about our ability to continue as a going concern.

Our independent certified public accountants have stated in their
report included elsewhere in this prospectus that we have incurred significant
losses from operations and significant negative cash flows from operations, have
an accumulated deficit and a lack of operations history, among other matters,
that raise substantial doubt about our ability to continue as a going concern.
We hope to continue to fund operations through additional debt and equity
financing arrangements that we believe may be insufficient to fund our capital
expenditures, working capital, and other cash requirements for the year ending
December 31, 2002. Therefore, we may be required to seek additional funds to
finance our long term operations. The successful outcome of future activities
cannot be determined at this time and there are no assurances that if achieved,
we will have sufficient funds to execute our intended business plan or generate
positive operation results.

We have a limited operating history, we currently do not have a business plan
and we may never be profitable.

We were incorporated in December 1999 and began generating revenue in
the third quarter of 2000. As of July 2001, we discontinued our existing
operations. We currently do not have a business plan and there is no assurance
that we will develop a business plan that will be successful. If we seek to grow
our business, then we expect that our operating expenses will increase. As a
result, we will need to increase our revenue to become profitable, and if our
revenue does not grow as expected, or increases in our expenses appreciably
exceed our expectations, we may never achieve profitability or positive cash
flow. If we do achieve profitability and/or positive cash flow, there can be no
assurance that we will be able to sustain it or improve upon it on a quarterly
or annual basis for future periods.

RISKS RELATED TO OUR BUSINESS

We have no income-producing operations or assets, which, as a result, will cause
a continuing depletion of our assets.

We presently have no income-producing operations or assets. Unless we
develop a business plan that results in income-producing operations or assets,
or we enter into a business combination or acquisition of assets resulting in
operational income, our assets will continue to be depleted.

There is no assurance that we will be able to enter into a business combination
or asset acquisition.

We are in preliminary negotiations with respect to the acquisition of a
record label company. However, no plan of merger or other agreement has been
executed, and unless we are able to enter into such an agreement, we will have
to acquire additional capital to maintain our operations. Even if we were to
enter into such a business combination or asset acquisition, there is no
assurance that the transaction will result in successful income-producing
operations.

There is no assurance that we will be able to obtain additional funds to
maintain our operations.

To date, we have not generated significant revenue and we have limited
cash liquidity and capital resources. We do not offer any products or services
from which we can derive revenue. We currently do not have a business plan for
our operations. Our future capital requirements will depend, in the near-term,
completely on obtaining additional debt or equity funding from new or existing
investors, which we believe may be insufficient to fund our capital
expenditures, working capital and other cash requirements for the fiscal year
ending December 31, 2002. Any equity financings would result in dilution to our
then-existing stockholders. Furthermore, the possible sale of restricted shares
issued and outstanding may, in the future, dilute the percentage of free-trading
shares held by a stockholder or subsequent purchaser of our securities in the
market, and may have a depressive effect on the price of our securities.
Further, such sales, if substantial, might also adversely affect our ability to
raise additional equity capital in the future. Sources of debt financing may
result in higher interest expense. Any financing, if available, may be on terms
unfavorable to us.

In connection with our preliminary negotiations to merge with or
acquire a record label company, we are also in discussions to enter into an
agreement where we would acquire additional capital needed to continue our
existence. However, no such agreement has been executed, and there is no
assurance that these fund raising efforts will be successful and on terms
favorable to us. The successful outcome of these preliminary negotiations or any
other future activities cannot be determined at this time, and there are no
assurances that, if any can be achieved, we will have sufficient funds to
execute a business plan or generate positive operating results. If adequate
funds are not obtained, we may not be able to continue our operations.

Risks of unknown liabilities as a result of reverse merger

We became a publicly traded company through a reverse merger with an
unrelated company, which had prior operations in an unrelated business. There
may be potential liabilities incurred by the prior business, which are unknown
to us for which we may be held liable. We have no insurance for liabilities
incurred as a result of business conducted prior to the reverse merger.

Control by officer, director and majority stockholder

We are controlled by Todd M. Ficeto, who beneficially owns 76.7% of our
outstanding common stock. Mr. Ficeto serves as our only officer and sole member
of the board of directors. As a result, Mr. Ficeto is able to elect a majority
of our board of directors, to dissolve, merge, or sell our assets, and to direct
and control our operations, policies, and business decisions.

Sales of additional common stock may adversely affect our market price.

The sale or the proposed sale of substantial amounts of our common
stock in the public market could materially adversely affect the market price of
our common stock or other outstanding securities. As of March 31, 2002, Todd M.
Ficeto, our sole officer and director, beneficially owned 12,200,000 shares of

common stock and warrants for the purchase of an additional 2,500,000 shares. Of
these shares, we have entered into an investor rights agreement with respect to
5,000,000 shares and the shares underlying the warrants. The sale of a large
amount of shares by Mr. Ficeto, or the perception that such sales may occur,
could adversely affect the market price for our common stock or other
outstanding securities.

The cost of maintaining the registration of our stock under Section 12(g) of the
Securities Exchange Act of 1934 will continue to increase our overhead and
deplete our assets.

The cost of complying with the reporting requirements created by the
registration of our common stock has been fairly substantial and the cost of
continuing to file all necessary reports with the Securities and Exchange
Commission and obtain the necessary accountings will continue to drain our
capital reserves. These costs will continue to materially increase our
administrative overhead and accelerate the depletion of our assets.

The registration of additional shares of common stock under the Securities Act
of 1933 will cause further losses.

In January 2002, we entered into an investor rights agreement granting
Todd M. Ficeto, our sole officer and director, certain registration rights with
respect to 5,000,000 shares of common stock and 2,500,000 shares of common stock
underlying warrants. We expect that the legal, accounting, and other costs
associated with the registration of those shares will be substantial and cause
further losses.

RISKS RELATED TO THIS OFFERING

The market price for our common stock may continue to be volatile.

The market price for our common stock reached a high of $3.50 per share
during the first quarter of 2001 and a low of $0.02 per share during the fourth
quarter of 2001. In addition, our common stock has experienced volume
fluctuations and periods of infrequent trading. These market fluctuations have
adversely affected and may continue to adversely affect the market price of our
common stock. If we are unable to develop a business plan, the market price and
volume of our common stock may also be materially adversely affected and we may
experience difficulty in raising capital.

There is no assurance of an established public trading market.

Although our common stock trades on the NASD OTC Bulletin Board, a
regular trading market for the securities may not be sustained in the future.
The NASD has enacted recent changes that limit quotations on the OTC Bulletin
Board to securities of issuers that are current in their reports filed with the
Securities and Exchange Commission. The effect on the OTC Bulletin Board of
these rule changes and other proposed changes cannot be determined at this time.
The OTC Bulletin Board is an inter-dealer, over-the-counter market that provides
significantly less liquidity than the NASD's automated quotation system (the
"NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin Board are

not listed in the financial sections of newspapers as are those for the NASDAQ
Stock Market. Therefore, prices for securities traded solely on the OTC Bulletin
Board may be difficult to obtain and holders of common stock may be unable to
resell their securities at or near their original offering price or at any
price.

In the event that our common stock is not included on the OTC Bulletin
Board and do not qualify for the NASDAQ Stock Market, quotes for the securities
may be included in the "pink sheets" for the over-the-counter market, which
provides even less liquidity than the OTC Bulletin Board.

Our common stock is considered a "penny stock."

Our common stock is considered to be a "penny stock" because it meets
one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under
Section 15(g) of the Securities Exchange Act of 1934, as amended. These include
but are not limited to the following: (i) the stock trades at a price less than
five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national
exchange; (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than five dollars (5.00) per share; or (iv) is issued by a company
with net tangible assets less than $2,000,000, if in business more than a
continuous three years, or with average revenues of less than $6,000,000 for the
past three years. The principal result or effect of being designated a "penny
stock" is that securities broker-dealers cannot recommend the stock but must
trade in it on an unsolicited basis.

Broker-dealer requirements may affect trading and liquidity.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and
Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account.

Potential investors in our common stock are urged to obtain and read
such disclosure carefully before purchasing any shares that are deemed to be
"penny stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in our common stock
to resell their shares to third parties or to otherwise dispose of them in the
market or otherwise.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholder.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock began trading on the OTC Bulletin Board operated by
Nasdaq on November 9, 2000 under the symbol "GPNN". From April 7 to November 8,
2000 our common stock was traded under the symbol "GNOW". Prior to April 6,
2000, our common stock traded under the symbol "DMRX". The following table sets
forth the range of reported high and low sales prices for our common stock for
the periods indicated, as reported by the National Daily Quotation Service and
the Over-The-Counter Bulletin Board. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

Fiscal 1999: High Low
------ ------
1st Quarter........................... $67.38 $1.48
2nd Quarter........................... 24.90 6.25
3rd Quarter........................... 2.25 0.75
4th Quarter........................... 3.12 0.05
Fiscal 2000:
1st Quarter........................... $3.75 $0.08
2nd Quarter........................... 6.63 0.75
3rd Quarter........................... 3.50 1.34
4th Quarter........................... 3.50 1.19
Fiscal 2001:
1st Quarter........................... $3.50 $1.63
2nd Quarter........................... 2.75 0.24
3rd Quarter........................... 0.38 0.14
4th Quarter........................... 0.18 0.02
Fiscal 2002:
1st Quarter........................... $0.08 $0.04
2nd Quarter........................... 0.04 0.03
3rd Quarter (through July 24, 2002)... 0.03 0.07

As of the date of this prospectus, we have approximately 341 holders of
record and approximately 347 beneficial owners of our common stock.

DIVIDEND POLICY

We currently intend to retain future earnings, if any, to finance the
expansion of our business, and we do not expect to pay any cash dividends in the
foreseeable future. The decision whether to pay cash dividends on our common
stock will be made by our board of directors, in their discretion, and will
depend on our financial condition, operating results, capital requirements and
other factors that the board of directors considers significant.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2002,
on an actual basis. The table does not include 632,125 shares of our common
stock issuable upon the exercise of outstanding stock options or 4,742,369
shares of our common stock issuable upon the exercise of outstanding warrants as
of March 31, 2002, which were comprised of warrants to purchase 2,242,369 shares
having a weighted average exercise price of $7.97 and a warrant to purchase
2,500,000 shares that was issued to Todd M. Ficeto, our sole director and
officer, at an exercise price equal to $0.03 per share. You should read this
table with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the financial statements and the related notes.

March 31, 2002
--------------

Note payable to affiliate................................... $ 51,765
------------

Stockholders' deficit Preferred stock, 0.001 par value:
10,000,000 shares authorized, no shares outstanding....... --
Common stock, $0.001 par value; 50,000,000 shares
authorized, 16,677,897 shares issued and outstanding
at March 31, 2002....................................... 16,678
Additional paid-in capital................................ 3,431,306
Accumulated deficit....................................... (3,996,731)
------------
Total stockholder's deficit............................... (548,747)
------------
Total capitalization...................................... $ (496,982)
============

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents summary historical consolidated financial
information for the years ended December 31, 2000 and 2001, which has been
derived from our audited consolidated financial statements included elsewhere in
this prospectus and for the three month periods ended March 31, 2001 and 2002,
which has been derived from our unaudited condensed consolidated financial
statements included elsewhere in this prospectus. The unaudited condensed
consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements and reflect all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
for each of the periods presented. The summary historical consolidated financial
information does not purport to indicate results of operations as of any future
date or for any future period. The summary historical consolidated financial
information has been derived from and should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition," our audited consolidated financial statements and notes thereto,
which are included elsewhere in this prospectus.

Year Ended Three Months Ended
December 31, March 31,
------------------------- -------------------------
2001 2000 2002 2001
---- ---- ---- ----
(unaudited) (unaudited)
Consolidated Statements
of Operations Data:
Revenues.................. $ -- $ -- $ -- $ --
Operating expenses........ 19,982 -- 50,489 --
------------ ------------ ------------ ------------
Operating loss............ (19,982) -- (50,489) --
Other income (expenses)... (1,662) -- (1,802) --
Provision for
income taxes............ -- -- (1,600) --
------------ ------------ ------------ ------------
Net loss from continuing
operations.............. (21,644) -- (53,891) --
------------ ------------ ------------ ------------
Net loss from discontinued
operations.............. (1,860,727) (2,060,469) -- (798,706)
------------ ------------ ------------ ------------
Net Loss.................. $(1,882,371) $(2,060,469) $ (53,891) $ (798,706)
============ ============ ============ ============

(1) See note 3 of the notes to financial statements for a description of the
computation of net income (loss) per share and the number of shares used in
the per share calculation.

December 31, 2001 March 31, 2002
------------------ ------------------
(unaudited)
Balance Sheet Data:
Cash and cash equivalents.............. $ 5,275 $ 2,826
Working capital (deficit).............. (582,632) (496,982)
Total current assets................... 5,964 2,826
Total assets........................... 5,964 2,826
Total current liabilities.............. 588,596 499,808
Note payable to affiliate.............. 51,000 51,765
Total liabilities...................... 639,596 551,573
Total stockholders' equity (deficit)... (633,632) (548,747)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial
condition and results of operations together with "Selected Financial Data" and
our consolidated financial statements and related notes appearing elsewhere in
this prospectus. This discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. The actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including, but not limited to, those presented
under "Risk Factors" and elsewhere in this prospectus.

Overview

Pursuant to an acquisition agreement effective April 6, 2000,
GPN-Nevada completed a transaction whereby it was merged with and into DermaRX
and the separate corporate existence of GPN-Nevada ceased. The transaction was
recorded as a "reverse acquisition" where GPN-Nevada was considered to be the
accounting acquirer as it retained control of DermaRx after the merger.
Simultaneously with the merger, the name DermaRx was changed to GoPublicNow.com,
and all the outstanding shares of common stock of GPN-Nevada were exchanged on a
one-for-one basis for shares of our common stock. Immediately prior to the
merger, the common stock of DermaRx was reduced by a one for five reverse stock
split. On November 8, 2000, we changed our name from GoPublicNow.com to GPN
Network, Inc.

During 2001, due in large part to the decreased availability of
investment capital to our target market of Internet related, small growth
companies, we failed to meet our revenue targets. On July 27, 2001, a majority
interest in us was acquired by a private investor, and we installed new
management. Our new management discontinued our existing operations effective
July 27, 2001. As a result, our operations through December 31, 2001 are
reported as discontinued operations. We currently do not have any plan of
operations and there can be no assurance that a plan will be adopted in the next
twelve months. We are in negotiations where we may merge with or acquire a
record label company and obtain additional funding for working capital and other
cash requirements, although discussions are only preliminary and no plan of
merger or other agreements have been executed.

The financial statements and notes thereto for the years ended December
31, 2001 and 2000 and for the three months ended March 31, 2002 and 2001 are
presented in accordance with APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions"
("APB No. 30"). Pursuant to APB No. 30, the Consolidated Statements of
Operations for the years ended December 31, 2001 and 2000 and for the three
months ended March 31, 2002 and 2001 reflect the loss from discontinued
operations as a single line item. The discussion below is based upon the detail
line items of the consolidated statements of operations, and not upon this
summary presentation.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these 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 these estimates, including those
related to revenue recognition and concentration of credit risk. We base our

estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

We believe that of the significant accounting policies used in the
preparation of our consolidated financial statements (see Note 3 to the
Consolidated Financial Statements), the following are critical accounting
policies, which may involve a higher degree of judgment, complexity and
estimates.

Income Taxes

The accounting for income taxes includes the recognition of deferred
tax assets and liabilities for the future tax consequences of events that have
been recognized in a company's financial statements or tax returns. A valuation
allowance is recorded against deferred tax assets based on an assessment of the
realizability of the deferred tax asset in future years.

Three Months Ended March 31, 2002 Compared To
The Three Months Ended March 31, 2001

Revenue

Because we discontinued our only revenue producing activity during
2001, there is no revenue from continuing operating activities shown on the
consolidated statement of operations for the three months ended March 31, 2002.
During the three months ended March 31, 2001, we recognized $2,587 of revenue,
which was derived primarily from listing fees.

Employee Compensation

There was no employee compensation from continuing operations during
the three months ended March 31, 2002. During the three months ending March 31,
2001, there was $295,701 of employee compensation which consisted primarily of
officer and employee salaries.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses from continuing
operations were $50,489 for the three months ended March 31, 2002, which is an
84% decrease from selling, general and administrative expenses of $309,571 for
the three months ended March 31, 2001. The primary components of this amount for
the three months ended March 31, 2002 were legal and accounting fees. The
decrease was caused by decreased depreciation, amortization, rent, advertising,
and internet fees due to the discontinuation of our business activities.

Interest Income and Expense

Interest expense for the three months ended March 31, 2002 was $1,802.
Interest income for the three months ended March 31, 2001 was $3,813. The net
difference of $5,615 is due to lower cash balances during 2002 and an increase
in interest bearing debt.

Net Loss

For the reasons stated above, we had a net loss of $53,891 for the
three months ended March 31, 2002 which is a 93% decrease from the net loss of
$798,706 for the three months ended March 31, 2001.

Year Ended December 31, 2001 Compared To The Year Ended December 31, 2000

Revenue

Because we discontinued our only revenue producing activities during
2001, there is no revenue from continuing operating activities shown on the
consolidated statement of operations for the year ended December 31, 2001. For
the year ended December 31, 2001, we recognized revenue of $59,668 from
discontinued operations, which was derived primarily from e-commerce consulting
and business development services. For the year ended December 31, 2000, we
recognized $174,011 of revenue from discontinued operations, which was derived
primarily from e-commerce consulting, business development services, and listing
fees.

Employee Compensation

There was no employee compensation from continuing operations during
the year ended December 31, 2001 or 2000. There was employee compensation from
discontinued operations of $508,973 and $1,173,990, respectively, for the year
ended December 31, 2001 and 2000. These amounts were composed primarily of
officer and employee salaries.

Selling, General, and Administrative Expenses

During the year ended December 31, 2001, there was $19,982 of selling,
general and administrative expenses from continuing operations. This amount was
composed of legal and accounting fees. There was no selling, general, and
administrative expense from continuing operations for the year ended December
31, 2000. Also during the year ended December 31, 2001, there was $1,434,914 of
selling, general, and administrative expenses from discontinued operations,
consisting primarily of legal and accounting fees, impairment expense,
depreciation and amortization, rent, advertising, and internet content and
service fees. During the year ended December 31, 2000, there was $1,108,601 of
selling, general, and administrative expenses from discontinued operations,
which were composed primarily of legal and accounting fees, depreciation and
amortization, rent, advertising, and internet content and service fees.

Interest Income and Expense

During the year ended December 31, 2001, there was no interest income
from continuing operations, and there was $1,662 of interest expense from
continuing operations, consisting of interest on notes payable. Also during the
year ended December 31, 2001, there was $4,357 of interest income from
discontinued operations. During the comparable year in 2000, there was $62,511
of interest income from discontinued operations. The difference is due to higher
cash balances maintained in 2000.

Loss From Continuing Operations

For the reasons stated above, we had a net loss from continuing
operations of $19,982 for the year ended December 31, 2001. There was no
continuing operating activity for the year ended December 31, 2000.

Loss From Discontinued Operations

During the year ended December 31, 2001, we recorded a net loss from
discontinued operations of $1,860,727. This amount consists of the loss from
discontinued operations from January 1, 2001, through July 27, 2001, the date of

discontinuance, of $1,456,924, plus the loss on disposal of discontinued
operations of $403,803. The loss from discontinued operations is composed
primarily of the loss due to the impairment of assets, officer and employee
salaries, and facilities expense, including rent. The loss from disposal of
discontinued operations represents the loss from discontinued operations from
the date of discontinuance through December 31, 2001. This amount is composed
primarily of the loss due to the impairment of assets, officer and employee
salaries, and facilities expenses, including rent. The loss from discontinued
operations was $2,060,469 during the year ended December 31, 2000.

Net Loss

For the reasons stated above, our net loss for the year ended December
31, 2001 was $1,882,371 compared to a net loss for the year ended December 31,
2000 of $2,060,469.

Liquidity and Capital Resources

At March 31, 2002, we had $2,826 in current assets, all of which was
cash. Also, at March 31, 2002, current liabilities were $499,808 resulting in
negative working capital of $496,982. During the three months ended March 31,
2002, we used cash in our discontinued operating activities of $103,185 and in
our continuing operating activities of $27,040. During the three months ended
March 31, 2002, we had net cash from financing activities of $127,776.

We are currently inactive. There is no guarantee that we will locate or
develop a viable business model, and there is no guarantee that we will be able
to generate sufficient revenue to fund future operations. As a result, we expect
our operations to continue to use net cash, and we may be required to seek
additional debt or equity financings during the coming quarters. There can be no
assurance that we will be able to consummate debt or equity financings in a
timely manner on a basis favorable to us, or at all. We are currently engaged in
preliminary discussions regarding possible business combinations or asset
acquisitions but no definitive arrangements are yet in place and there can be no
assurance that any transaction will be consummated.

Going Concern

Our independent certified public accountants have stated in their
report included elsewhere in this prospectus that we have incurred a net loss
and negative cash flows from operations of $1,882,371 and $1,018,867,
respectively, for the year ended December 31, 2001, and have a lack of
operational history, among other matters, that raise substantial doubt about our
ability to continue as a going concern, which contemplates, among other things,
the realization of assets and satisfaction of liabilities in the normal course
of business. In the absence of significant revenue and profits, and since we
have no specific operational business plan, in order to fund operations, we will
be completely dependent on additional debt and equity financing arrangements,
which we believe may be insufficient to fund our capital expenditures, working
capital and other cash requirements for the year ending December 31, 2002.
Therefore, we may be required to seek additional funds to finance our long-term
operations. The successful outcome of future activities cannot be determined at
this time and there are no assurances that if it can be achieved, we will have
sufficient funds to execute a business plan or generate positive operating
results.

Recently Issued Accounting Pronouncements

In July 2001, FASB issued Statement of Financial Accounting Standards
No. 141 ("SFAS 141"), "Business Combinations," which is effective for business
combinations initiated after June 30, 2001. SFAS No. 141 eliminates the pooling
of interests method of accounting for business combinations and requires that
all business combinations occurring on or after July 1, 2001 are accounted for
under the purchase method. We do not expect SFAS 141 to have a material impact
on our financial statements.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is
effective for fiscal years beginning after March 15, 2001. SFAS 142 addresses
how intangible assets that are acquired individually or with a group of other
assets should be accounted for in the financial statements upon their
acquisition and after they have been initially recognized in the financial
statements. SFAS 142 requires that goodwill and intangible assets that have
indefinite useful lives not be amortized but rather be tested at least annually
for impairment, and intangible assets that have finite useful lives be amortized
over their useful lives. SFAS 142 provides specific guidance for testing
goodwill and intangible assets that will not be amortized for impairment. In
addition, SFAS 142 expands the disclosure requirements about goodwill and other
intangible assets in the years subsequent to their acquisition. Impairment
losses for goodwill and indefinite-life intangible assets that arise due to the
initial application of SFAS 142 are to be reported as resulting from a change in
accounting principle. However, goodwill and intangible assets acquired after
June 30, 2001 will be subject immediately to the provisions of SFAS 142. We do
not expect SFAS 142 to have a material effect on our financial statements.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 ("SFAS 143"), "Accounting for Asset Retirement Obligations."
SFAS 143 addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs and is effective for fiscal years beginning after June3 15,
2002. We do not expect SFAS 143 to have a material impact on our financial
statements.

In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for
the impairment of long-lived assets and for long-lived assets to be disposed of.
The provisions of SFAS 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within these
fiscal years, with early adoption encouraged. We do not expect SFAS 144 to have
a material impact on our financial statements.

In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145 ("SFAS No. 145"), "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No.
145 updates, clarifies, and simplifies existing accounting pronouncements. This
statement rescinds SFAS No. 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, the criteria
in APB No. 30 will now be used to classify those gains and losses. SFAS No. 64
amended SFAS No. 4 and is no longer necessary as SFAS No. 4 has been rescinded.
SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No. 145 amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-lease transactions. This statement also makes technical
corrections to existing pronouncements. While those corrections are not
substantive in nature, in some instances, they may change accounting practice.
We do not expect adoption of SFAS No. 145 to have a material impact, if any, on
our financial position or results of operations.

BUSINESS

Company Overview

We are a Delaware corporation and, until July 2001, were engaged in the
business, though our subsidiaries, affiliates and strategic alliances, of
assisting unaffiliated early-stage development and small to mid-sized emerging
growth companies with financial and business development services, including
raising capital in private and public offerings. During 2001, due in large part
to the decreased availability of investment capital to our target market of
Internet related, small growth companies, we failed to meet our revenue targets.
A private investor acquired a majority interest in us on July 27, 2001. We
installed new management and discontinued our existing operations effective July
27, 2001. We are currently in preliminary negotiations where we may merge with
or acquire a record label company and obtain additional capital funding.
However, no plan of merger or other agreements have been executed and we cannot
assure you that such a series of transactions will be successfully completed.

Company Background

Our predecessor corporation, Go Public Network, Inc., was originally
organized as a Nevada corporation ("GPN-Nevada") in December 1999. Effective
April 6, 2000, GPN-Nevada completed a reverse merger with DermaRx Corporation
("DermaRx"), a Delaware corporation, the shares of which were traded on the OTC
Bulletin Board maintained by the National Association of Securities Dealers Inc.
(the "NASD"). As a result of the merger, GPN-Nevada was merged into DermaRx
Corporation, DermaRx changed its name to GoPublicNow.com, Inc., and the trading
symbol was changed to "GNOW." Also in connection with the merger, all of the
outstanding shares of common stock of GPN-Nevada were exchanged on a one-for-one
basis for shares of our common stock. Just prior to the merger, DermaRx
completed a one-for-five reverse stock split. At the time of the merger and
subsequent to the reverse stock split, DermaRx had 766,117 shares outstanding.
By virtue of the merger, the shareholders of GPN-Nevada acquired 10,217,330
shares of our common stock and consequently obtained majority control of the
issued and outstanding shares of the combined entities. The total issued and
outstanding shares of the combined entities immediately subsequent to the merger
was 10,967,447 shares. Subsequent to the date of the merger, we repurchased
200,000 of the shares issued pursuant to the merger for $300,000 cash. Also,
subsequent to the date of the merger, we reached an agreement with certain
previous shareholders of DermaRx whereby 266,000 of the 766,117 shares issued in
the merger were cancelled. The combined effect of these transactions was that a
net of 300,117 shares were issued in the merger. Effective November 8, 2000, we
changed our name to GPN Network, Inc. The shares of our common stock are traded
on the NASD OTC Bulletin Board under the symbol "GPNN."

Corporate Structure

We have one inactive subsidiary, GPN Securities, Inc. ("GPN
Securities"), and two other subsidiaries, GoBizNow.com ("GoBiz") and GoNow
Securities, Inc. ("GoNow"), were dissolved or sold in 2002. We created GPN
Securities with the intention of providing retail broker dealer services,
although it has never been active.

GoBiz was intended to provide services to assist companies in business
development and expansion. These services included web development, web
marketing and early corporate development. In April 2000, we provided initial
funding of $200,000 for GoBiz. Also, in April 2000, we commenced a private
placement memorandum, and sold 294,000 shares of common stock of GoBiz for
$429,450, net of offering costs of $85,050. An additional 568,500 shares of
GoBiz were issued to officers and consultants. In May 2001, we completed the

acquisition of the minority interest in GoBiz whereby 1.4 shares of our common
stock were exchanged for every one issued and outstanding share of GoBiz's
common stock. Pursuant to this transaction, we committed to issue 1,207,500
shares of our common stock to stockholders of GoBiz. Our new management is in
negotiations to reduce the number of shares to be issued to certain officers and
employees holding 568,500 shares of GoBiz's common stock which, unless reduced,
could result in the issuance of 795,900 shares of our common stock. We dissolved
GoBiz on June 13, 2002.

We created GoNow for the purpose of acquiring 50% of the ownership of a
securities broker-dealer business then in formation by an independent third
party under the name Independent Advantage Financial & Insurance Services, Inc.
GoNow was approved for membership to the NASD on October 24, 2000 and was
authorized to conduct investment banking activities, offer private placements of
corporate equities on a best efforts basis, and provide mutual funds and
annuities to its clients. On March 26, 2002, we completed the sale of GoNow for
net proceeds of $5,000.

Operations

Effective with the change of control which occurred on July 27, 2001,
we took actions to discontinue our existing operations. Currently, we have made
the decision to hold ourselves inactive until such time as an appropriate
business plan can be developed. We are currently unable to determine when such a
business plan will be developed, if at all.

Employees

At June 30, 2001, we had no employees. Todd Ficeto is our sole director
and officer. We currently use the services of one consultant.

Properties

Until May 31, 2001, we and our subsidiaries leased 5,889 square feet of
office space in Irvine, California, at a monthly cost of $13,700. We are in
default of the terms of this lease and have accrued $123,492 under net
liabilities from discontinued operations in our balance sheet as of December 31,
2001 and March 31, 2002. We are currently in negotiations with our landlord to
resolve this dispute. We are currently located in 200 square feet of office
space in Los Angeles, California, which is provided rent-free by a company
controlled by our majority stockholder.

Legal Proceedings

On December 4, 2001, a complaint captioned SILVER & DEBOSKEY V. GPN
NETWORK, INC. (F/K/A GOPUBLICNOW.COM F/K/A DERMARX, INC. OR DERMARX CORPORATION)
was filed in District Court in Denver, Colorado (Case No. 01 CV 6678). The
complaint seeks compensation for legal services allegedly rendered to DermaRx in
the amount of $18,693.20, plus post judgment interest. GPN failed to file a
responsive pleading to the action. Consequently, on or about February 19, 2002,
Silver & Debosky filed with the court a motion for entry of default judgment,
requesting an entry of default for the total amount of $18,693.20, which was
denied by the court on March 19, 2002. On March 8, 2002, GPN filed an answer.
The outcome of litigation is uncertain and there can be no assurance that GPN
will be successful in its defense.

On October 9, 2001, GPN filed a complaint against Bruce A. Berman and
Jeffrey M. Diamond (former officers of GPN) and The Summit Real Estate Group,
Inc. ("Summit") in Orange County Superior Court (Case No. 01CC12872). The

complaint alleges four causes of action: (1) breach of fiduciary duty, (2)
rescission, (3) fraud, and (4) civil conspiracy. The complaint requests damages
in the amount of not less than $100,000 and punitive damages. On or about
November 20, 2001, Bruce A. Berman filed, concurrently with his answer, a
verified cross-complaint against GPN for indemnity, declaratory relief, breach
of contract, failure to pay wages, unfair business practices, and breach of
implied covenant of good faith and fair dealing. The complaint alleges that GPN
failed to pay Mr. Berman accrued wages and other compensation in the amount of
$60,000. On January 23, 2002, GPN filed a first amended complaint, naming an
additional defendant, Timothy C. Capps. In July 2002, GPN reached resolution of
its disputes with its former officers. In connection with the resolution, GPN
received a waiver of all claims, indemnification for claims by a former landlord
related to back and future rent for premises occupied by GPN before August 2001,
and the return of shares of GPN's common stock. In return, GPN waived all of its
claims and paid $20,000.

We occasionally become involved in litigation arising from the normal
course of business. Other than the foregoing, we believe that any liability with
respect to pending legal actions, individually or in the aggregate, will not
have a material adverse effect on our business, financial condition and results
of operations.

MANAGEMENT

Executive Officers, Directors and Key Employees

Todd M. Ficeto is the Company's sole officer and director. Executive
officers are elected annually by the Board of Directors. Board members serve
one-year terms until their death, resignation or removal by the Board of
Directors.

Name Age Position
- -------------------------------- ---- ----------------------------------
Todd M. Ficeto.................. 35 Chief Executive Officer, President,
Chief Financial Officer, Secretary
and Director

Todd M. Ficeto became the Company's sole director, Chief Financial
Officer and Secretary in July 2001 in connection with his acquisition of the
majority of the Company's common stock. In August 2001, he was also elected to
Chief Executive Officer and President. Mr. Ficeto founded VMR Capital Markets,
U.S. in 1995 and is currently its President and Chairman. Mr. Ficeto has been in
the investment banking industry since 1989.

Directors' Compensation

Directors, whether or not our employees or employees of any of our
subsidiaries, may receive an annual fee for their services as directors in an
amount fixed by resolution of the Board plus other compensation, including
options to acquire our capital stock, in an amount and of a type fixed by
resolution of the Board, and, in addition, a fixed fee, with or without expenses
of attendance, may be allowed by resolution of the Board for attendance at each
meeting, including each meeting of a committee of the Board. We currently do not
compensate our directors for attending our Board or committee of the Board
meetings.

Limitations on Directors' Liability and
Indemnification of Directors and Officers

Our certificate of incorporation eliminates the personal liability of
directors for monetary damages for breach of their duties as directors to the
fullest extent permitted under Delaware law. Delaware law provides that this
provision does not eliminate the liability of a director for:

o A breach of his or her duty of loyalty to the corporation or its
stockholders;

o An act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;

o An unlawful payment of a dividend or an unlawful stock repurchase or
redemption; or

o A transaction from which the director derived an improper personal benefit.

Delaware law permits a corporation to indemnify, subject to specified
terms and conditions, its directors, officers, employees and other agents
expenses, judgments, fines, settlements and other amounts that they may incur in
connection with pending, threatened or completed legal actions or proceedings
that are based upon their services as directors, officers, employees or other
agents of the corporation or that are based upon their services as directors,
officers, employees or other agents of other specified entities. Our bylaws
permit us to indemnify our directors, officers, employees or other agents
against the expenses, judgments, fines, settlements and other amounts that are
described in the preceding sentence. Delaware law also provides that a

corporation is entitled to purchase indemnification insurance on behalf of any
such directors, officers, employees or agent and to enter into indemnification
agreements with such persons.

We believe the provisions of our certificate of incorporation and
bylaws described above are necessary in order to attract and retain qualified
directors and executive officers. We have been advised that, insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to directors, officers or controlling persons pursuant to these
agreements and provisions, the SEC's opinion is that such indemnification is
against public policy as expressed in the act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by us expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such directors, officer or controlling person in connection with
this offering, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether indemnification by us is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of the
issue.

The limitation on liability and indemnification provisions in our
certificate of incorporation and bylaws may discourage stockholders from
bringing a lawsuit against our directors for breach of their fiduciary duties
and may reduce the likelihood of derivative litigation against our directors and
officers, even though a derivative action, if successful, might otherwise
benefit us and our stockholders. A stockholder's investment in us may be
adversely affected to the extent that we pay the costs of settlement or damage
awards against our directors and officers under these indemnification
provisions. At present, there is no pending lawsuit or other proceeding
involving any of our directors or officers in which indemnification from us is
sought, nor are we aware of any threatened lawsuit or proceeding that may result
in claims for indemnification.

Executive Compensation

Summary Of Cash And Other Compensation For The Years Ended
December 31, 2001 And 2000

The summary compensation table shows certain compensation information
for services rendered in all capacities for the years ended December 31, 2001
and 2000. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries. Neither person received
bonus awards, stock options or certain other compensation, whether paid or
deferred, during the periods indicated.

Annual Compensation
-------------------
Name and Principal Position Year Salary ($)
- ------------------------------------- ------ -------------------

Todd M. Ficeto (1)................... 2001 0

Bruce Berman (2)..................... 2001 91,067
2000 115,620

- --------------------

(1) Todd M. Ficeto became our Chief Financial Officer and Secretary in July
2001 and Chief Executive Officer and President in August 2001.
(2) Bruce Berman was our Founder, President and Chief Executive Officer from
inception until July 2001. Mr. Berman received an annual salary of
$120,000. Mr. Berman also received a net car allowance of $1,349. In his
capacity as a director of GoBizNow, he received $1,000 per quarter, and as
Chairman of GoBizNow, Mr. Berman received a monthly salary of $2,500.
Mr. Berman had declined our offer of health insurance and instead received
a net amount of $100 per month in lieu thereof. All of these items are
included in the "Salary" column of the summary compensation table.

Stock Options

We have both an Incentive Stock Option Plan and an Executive Stock
Option Plan that were utilized in prior years when we operated as DermaRx. There
are currently no options outstanding under either of these Plans and we do not
intend to issue any options under either of these Plans. We may introduce a new
employee stock option plan at the discretion of the Board of Directors. On
January 2, 2001, we declared a stock bonus payable to non-officer employees. The
total number of shares issued pursuant to this bonus was 17,250, all of which
were restricted shares of common stock. From time to time, at the recommendation
of management, our Board of Directors had granted stock options to various
employees. These options were issued pursuant to individual grants and were not
under an existing plan.

CERTAIN TRANSACTIONS

Pursuant to the terms of a stock purchase agreement dated as of July
27, 2001, Todd M. Ficeto, our sole officer and director, acquired 7,200,000
shares of our common stock from The Berman Family Trust. Mr. Ficeto paid
$275,000 for the shares.

On August 3, 2001, we received a loan from Mr. Ficeto in the amount of
$27,000. The amount plus interest accrued at the rate of 6% is due on demand.

On September 7, 2001, we received a loan for $50,000 from Value
Management & Research AG, a company controlled by Mr. Ficeto. The amount plus
interest accrued at the rate of 6% is due on September 8, 2003.

On January 8, 2002, Mr. Ficeto purchased 2,500,000 Units from us, each
Unit consisting of two shares of our common stock and one warrant, for a
purchase price of $138,776, net of offering costs of $11,224. The warrants and
shares of our common stock were immediately detachable. The transaction resulted
in the issuance of 5,000,000 shares of our common stock and warrants exercisable
for 2,500,000 shares of our common stock. The warrants are immediately
exercisable and terminate January 7, 2007. The warrants automatically adjust
upon certain events, including any stock splits, dividends or distributions,
reclassification, capital reorganization, merger or consolidation. In connection
with the purchase of the Units, we entered into an Investor Rights Agreement
with Mr. Ficeto granting certain registration rights with respect to the shares
of our common stock.

On July 15, 2002, we received a loan for $25,000 from Mr. Ficeto.
The amount plus accrued interest at the rate of 8% is due on demand.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of March 31,
2002, with respect to (i) Todd M. Ficeto, who is the only person known to us who
beneficially owns more than five percent of the outstanding shares of our common
stock, and who is our sole officer and director, and (ii) our officers and
directors as a group. The address of Mr. Ficeto is: c/o GPN Network, Inc., 1901
Avenue of the Stars, Suite 1500, Los Angeles, California 90067.

Percentage of Shares
Beneficially Owned(1)
---------------------
Number of Shares Before After
Name of Beneficial Owner Beneficially Owned Offering Offering
- --------------------------------- ------------------ -------- --------

Todd M. Ficeto ................ 14,700,000 (2) 76.7% 76.7%
All officers and directors
as a group (1 person)(3).... 14,700,000 (2) 76.7% 76.7%

- -------------------------
(1) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
16,677,897 shares of common stock outstanding as of March 31, 2002. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon exercise of that particular holder's options
and/or warrants. However, we did not assume the exercise of any other
holder's options or warrants.
(2) Includes 2,500,000 shares of common stock issuable upon exercise of
currently exercisable warrants.
(3) Mr. Berman resigned as our President and Chief Executive Officer in
July 2001.

DESCRIPTION OF CAPITAL STOCK

Upon the closing of this offering, we will be authorized to issue
50,000,000 shares of common stock, $0.001 par value per share, and 10,000,000
shares of preferred stock, $0.001 par value per share. The following description
of our capital stock does not purport to be complete and is governed by and
qualified by our certificate of incorporation and bylaws, which are included as
exhibits to the registration statement of which this prospectus forms a part,
and by the provisions of applicable Delaware law.

Common Stock

As of March 31, 2002, assuming no exercise of outstanding warrants
issued or stock options granted, we had 16,677,897 shares of common stock
outstanding, which were held of record by approximately 341 stockholders. As
of March 31, 2002, there were 4,742,369 shares underlying outstanding warrants
issued and 632,125 shares of common stock underlying outstanding stock options
granted. Upon completion of this offering, there will be 16,677,897 shares of
common stock outstanding, assuming no exercise of outstanding warrants issued or
stock options granted.

The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. The holders of common stock are
entitled to receive ratably dividends, if any, as may be declared from time to
time by the board of directors out of funds legally available for that purpose.
In the event of our liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities. The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully
paid and non-assessable.

We do not intend to pay cash dividends on our common stock in the
foreseeable future. To the extent we have earnings in the future, we intend to
reinvest such earnings in our business operations.

The Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be any equity security that is not traded on a
national securities exchange or the NASDAQ Stock Market and that has a market
price of less than $5.00 per share or an exercise price of less than $5.00 per
share. A security of an issuer, generally, that has net tangible assets in
excess of $2 million or $5 million, respectively, depending upon whether the
issuer has been continuously operating for less or more than three years, or
"average revenue" of at least $6 million for the last three years, would also be
excluded from the definition of "penny stock." As long as we do not meet these
financial requirements and our common stock is trading at less than $5.00 per
share on the OTC Bulletin Board, our common stock is governed by rules that
impose additional sales practice requirements on broker-dealers who sell our
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase,
resulting in restrictions on the marketability of our common stock.
Additionally, the Securities and Exchange Commission's penny stock rules include
various disclosure requirements that may restrict the ability of broker-dealers
to sell our common stock and may affect the ability of our common stockholders
to sell their shares in the secondary market.

Preferred Stock

Under our certificate of incorporation, our Board of Directors has the
authority to issue up to 10,000,000 shares of preferred stock in one or more
series and to fix the rights, privileges, preferences, powers and designations
of the preferred stock, including dividend rights, conversion rights, voting
rights, redemption terms, liquidation preferences and the number of shares
constituting any series, without any vote or action of our stockholders.
Although we do not currently have any plans to issue preferred stock, our Board
of Directors retains the right to elect to issue preferred stock in the future.

Stock Options

As of March 31, 2002, there were outstanding non-plan stock options to
purchase 632,125 shares of our common stock that had been issued with exercise
prices ranging from $1.70 to $3.75 per share to purchase shares of our common
stock.

Warrants

As of March 31, 2002, there were outstanding warrants to purchase
4,742,369 shares of our common stock that had been issued with exercise prices
ranging from $0.03 to $10.00 per share to purchase shares of our common stock,
which includes warrants issued to Todd M. Ficeto, our sole officer and director,
to purchase 2,500,000 shares of our common stock that are being offered in this
prospectus.

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware General Corporation Law,
which is an anti-takeover law. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date the
person became an interested stockholder unless, with specified exceptions, the
business combination or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. A business combination includes

a merger, asst or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. In general, an interested stockholder is
a person who, together with affiliates and associates, owns, or within three
years prior to the determination of interested stockholder status did own, 15%
or more of a corporation's voting stock. The existence of Section 203 may have
an anti-takeover effect with respect to transactions not approved in advance by
our board of directors, including discouraging transactions that might result in
a premium over the market price for the shares of common stock held by
stockholders.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Stock Transfer
Agency of Lake Tahoe.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding 16,677,897
shares of common stock, which excludes:

o 632,125 shares of common stock issuable upon exercise of
outstanding stock options with a weighted-average exercise price
of $2.50 per share; and

o 4,742,369 shares of common stock issuable upon exercise of
outstanding warrants with a weighted-average exercise price of
$3.78 per share.

Rule 144

All of the 14,700,000 shares registered in this offering will be freely
tradable without restriction or further registration under the Securities Act of
1933. Upon completion of this offering, we will have outstanding an additional
572,921 shares of common stock held by existing stockholders that we registered
under the Securities Act of 1933 or issued and sold in reliance on exemptions
from the registration requirements of the Securities Act of 1933. In addition,
holders of stock options or warrants could exercise such options or warrants, as
the case may be, and sell some or all of the shares issued upon exercise as
described below. If shares are purchased by our "affiliates" as that term is
defined in Rule 144 under the Securities Act of 1933, their sales of shares
would be governed by the limitations and restrictions that are described below.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned shares of our common
stock for at least one year, including any person who may be deemed to be an
"affiliate" (as the term "affiliate" is defined under the Securities Act of
1933), would be entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of:

o 1% of the number of shares of common stock then outstanding, which will
equal approximately 166,779; or

o the average weekly trading volume of our common stock during the
four calendar weeks preceding the filing of a notice on Form 144
with respect to such sale.

Sales under Rule 144 are also governed by other requirements regarding
the manner of sale, notice filing and the availability of current public
information about us. Under Rule 144, however, a person who is not, and for the
three months prior to the sale of such shares has not been, an affiliate of the
issuer is free to sell shares which are "restricted securities" which have been
held for at least two years without regard to the limitations contained in Rule
144. The selling stockholder will not be governed by the foregoing restrictions
when selling his shares pursuant to this prospectus.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell such shares without complying with the manner of sale, notice
filing, volume limitation or notice provisions of Rule 144. Therefore, unless
otherwise restricted, "144(k) shares" may be sold immediately upon the
completion of this offering.

Resale of Shares Underlying Stock Options and Warrants

From time to time, we may issue non-plan stock options pursuant to
various agreements with compensatory arrangements. As of March 31, 2001, there
were 632,125 outstanding non-plan options to purchase our common stock.

As of March 31, 2002, there were warrants outstanding to purchase
4,742,369 shares of common stock, including warrants issued to Todd M. Ficeto,
our sole officer and director, to purchase 2,500,000 shares of common stock that
are being offered in this prospectus.

THE SELLING STOCKHOLDERS

The following table sets forth certain information regarding the
selling stockholder, who is our sole director and officer, and the shares
offered by him in this prospectus. The term "selling shareholder" also includes
any transferees, pledges, donees, or other successors in interest to the selling
shareholder named in the table below. Because the selling shareholder may offer
all or some of the shares pursuant to this prospectus, and to our knowledge
there are currently no agreements, arrangements or understanding with respect to
the sale of any of the shares that may be held by the selling shareholder after
completion of this offering, we can give no estimate as to the amount of shares
that will be held by the selling shareholder after completion of this offering.
The 14,700,000 shares offered in this prospectus include the following:

o 12,200,000 shares of common stock issued issued to Todd M. Ficeto; and

o 2,500,000 shares of common stock issued or issuable upon the
exercise of a warrant at $0.03 per share that was issued to Todd M. Ficeto.

Number of Number of Shares Percentage of
Shares Number of Beneficially Class of Shares
Beneficially Shares being Owned on Beneficially
Name of Owned Prior Offered by Completion Owned on
Selling to This the of this Completion of
Stockholder Offering Stockholder Offering this Offering
- -------------- ------------ ------------ ------------ ------------
Todd M. Ficeto 14,700,000 14,700,000 0 0%

We will not receive any of the proceeds from the sale of the shares by
Mr. Ficeto. We will, however, receive $75,000 if the warrant is exercised. We
have agreed to bear expenses incurred, which are estimated to be $50,000, that
relate to the registration of the shares being offered and sold by the selling
stockholders, including the Securities and Exchange Commission registration fee
and legal, accounting, printing and other expenses of this offering.

PLAN OF DISTRIBUTION

The selling stockholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Subject to
any agreements by the selling stockholder described above, the selling
stockholder may sell the shares from time to time at market prices prevailing on
the OTC Bulletin Board at the time of offer and sale, or at prices related to
such prevailing market prices; or in negotiated transactions; or a combination
of such methods of sale directly or through brokers.

The selling stockholder may effect such transactions by offering and
selling the shares directly to or through securities broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder and/or the purchasers of the shares for
whom such broker-dealers may act as agent or to whom the selling stockholder may
sell as principal, or both, which compensation as to a particular broker-dealer
might be in excess of customary commissions.

The selling stockholder and any broker-dealers who act in connection
with the sale of his shares shall be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any discounts, concessions or
commissions received by them and profit on any resale of the shares as principal
shall be deemed to be underwriting discounts, concessions and commissions under
the Securities Act of 1933. We have agreed to indemnify the selling stockholder
against certain liabilities, including liabilities under the Securities Act of
1933, as underwriters or otherwise.

We have advised the selling stockholder that he and any securities
broker-dealers or others who may be deemed to be statutory underwriters will be
governed by the prospectus delivery requirements under the Securities Act of
1933. Under applicable rules and regulations under the Securities Exchange Act
of 1934, any person engaged in a distribution of any of the shares may not
simultaneously engage in market activities with respect to the common stock for
the applicable period under Regulation M prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
stockholder will be governed by the applicable provisions of the Securities and
Exchange Act of 1934, and the rules and regulations thereunder, including
without limitation Rules 10b-5 and Regulation M, which provisions may limit the
timing of purchases and sales of any of the shares by the selling stockholder.
All of the foregoing may affect the marketability of the common stock.

We have advised the selling stockholder that the anti-manipulation
rules under the Securities Exchange Act of 1934 may apply to sales of shares in
the market and to the activities of the selling stockholder and any of his
affiliates. The selling stockholder has advised us that during the time the
selling stockholder may be engaged in the attempt to sell shares registered
under this prospectus, he will:

o not engage in any stabilization activity in connection with any of
the shares;

o not bid for or purchase any of the shares or any rights to acquire
the shares, or attempt to induce any person to purchase any of the
shares or rights to acquire the shares other than as permitted
under the Securities Exchange Act of 1934;

o not effect any sale or distribution of the shares until after the
prospectus shall have been appropriately amended or supplemented,
if required, to describe the terms of the sale or distribution;
and

o effect all sales of shares in broker's transactions through
broker-dealers acting as agents, in transactions directly with
market makers, or in privately negotiated transactions where no
broker or other third party, other than the purchaser, is
involved.

The selling stockholder may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act of 1933. Any
commissions paid or any discounts or concessions allowed to any broker-dealers,
and any profits received on the resale of shares, may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933 if the
broker-dealers purchase shares as principal.

In the absence of this registration statement, the selling stockholder
would be able to sell his shares only pursuant to the limitations of Rule 144
promulgated under the Securities Act of 1933 as described above.

Under Section 16 of the Securities Exchange Act of 1934, our executive
officers, directors, and 10% or greater stockholders will be liable to us for
any profit realized from any purchase and sale, or any sale and purchase, of
common stock within a period of less than six months.

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be
passed upon for us by Kirkpatrick & Lockhart LLP, Los Angeles, California.

EXPERTS

Singer, Lewak, Greenbaum & Goldstein, LLP, independent auditors,
audited our consolidated financial statements at December 31, 2001, and for the
year ended December 31, 2001, as set forth in their report. Corbin & Wertz,
independent auditors, audited our consolidated financial statements at December
31, 2000, and for the year ended December 31, 2000, as set forth in their
report. We have included our financial statements in the prospectus and
elsewhere in the registration statement in reliance on their respective reports
given upon their authority as experts in accounting and auditing.

CHANGE IN INDEPENDENT AUDITORS

In January 2002, we decided to replace Corbin & Wertz as our
independent auditors with Singer, Lewak, Greenbaum & Goldstein LLP. Our board of
directors approved the decision to change independent auditors. We had no
disagreements with Corbin & Wertz on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
during our two most recent fiscal years prior to our change in independent
auditors which, if not resolved to the satisfaction of Corbin & Wertz, would
have caused them to make reference to the matter in their report.

ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act of 1933 for the shares of common
stock in this offering. This prospectus does not contain all of the information
in the registration statement and the exhibits and schedule that were filed with
the registration statement. For further information with respect to us and our
common stock, we refer you to the registration statement and the exhibits and
schedule that were filed with the registration statement. Statements contained
in this prospectus about the contents of any contract or any other document that
is filed as an exhibit to the registration statement are not necessarily
complete, and we refer you to the full text of the contract or other document
filed as an exhibit to the registration statement. A copy of the registration
statement and the exhibits and schedules that were filed with the registration
statement may be inspected without charge at the Public Reference Room
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from the Securities and Exchange Commission upon
payment of the prescribed fee. Information regarding the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange Commission
at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site
that contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the SEC. The address of the
site is

We are subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934, and in accordance with the Securities
Exchange Act of 1934, we file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
These periodic reports, proxy statements and other information are available for
inspection and copying at the regional offices, public reference facilities and
website of the Securities and Exchange Commission referred to above.

GPN NETWORK, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page

Report of Independent Certified Public Accountants,
for the year ended December 31, 2001........................... F-2

Report of Independent Certified Public Accountants,
for the year ended December 31, 2000........................... F-3

Consolidated Balance Sheet as of December 31, 2001
and March 31, 2002 (unaudited)................................. F-4

Consolidated Statements of Operations for the years ended
December 31, 2000 and 2001 and the three months ended
March 31, 2001 and 2002 (unaudited)............................ F-5

Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 2000 and 2001 and the
three months ended March 31, 2002 (unaudited).................. F-6

Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 2001 and the three months ended
March 31, 2001 and 2002 (unaudited)............................ F-7

Notes to Financial Statements........................................ F-8

F-1

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
GPN Network, Inc.

We have audited the accompanying consolidated balance sheet of GPN Network, Inc.
and subsidiaries as of December 31, 2001, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of GPN Network, Inc.
and subsidiaries as of December 31, 2001, and the consolidated results of their
operations and their consolidated cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, during the year ended December 31, 2001, the Company
incurred a net loss of $1,882,371, and it had negative cash flows from
operations of $1,018,867. In addition, the Company had an accumulated deficit of
$3,942,840 as of December 31, 2001. These factors, among others, as discussed in
Note 2 to the financial statements, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
March 4, 2002, except for
Note 10 as to which the
date Is March 26, 2002

F-2

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
GPN Network, Inc.

We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficit), and cash flows of GPN Network, Inc. and
subsidiaries (the "Company") for the year ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows of
GPN Network, Inc. and subsidiaries for the year ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.

CORBIN & WERTZ
Irvine, California
February 9, 2001

F-3

GPN Network, Inc. and Subsidiaries
Consolidated Balance Sheet

December 31, March 31,
2001 2002
------------ ------------
Assets (unaudited)
Current assets
Cash and cash equivalents.................... $ 5,275 $ 2,826
Prepaid expenses............................. 689 --
------------ ------------
Total current assets......................... 5,964 2,826
------------ ------------
Total assets............................... 5,964 2,826
============ ============

Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilities..... -- 25,724
Promissory note to shareholder............... 27,662 17,024
Net liabilities of discontinued operations... 560,934 457,060
------------ ------------
Total current liabilities.................. 588,596 499,808
Note payable to affiliate.................... 51,000 51,765
------------ ------------
Total liabilities.......................... 639,596 551,573
------------ ------------

Stockholder's Deficit
Preferred stock, 0.001 par value:
10,000,000 shares authorized,
no shares outstanding...................... -- --
Common stock, $0.001 par value;
50,000,000 shares authorized, 11,677,897
and 16,677,897 shares issued and
outstanding at December 31, 2001 and
March 31, 2002............................. 11,678 16,678
Additional paid-in capital................... 3,297,530 3,431,306
Accumulated deficit.......................... 3,942,840) (3,996,731)
------------ ------------
Total stockholder's deficit................ (633,632) (548,747)
------------ ------------
Total liabilities and stockholder's deficit.. $ 5,964 $ 2,826
============ ============

See accompanying notes to consolidated financial statements

F-4

GPN Network, Inc. and Subsidiaries
Consolidated Statements of Operations

For the Twelve For the Twelve For the Three For the Three
Months Ended Months Ended Months Ended Months Ended
December 31, 2001 December 31, 2000 March 31, 2002 March 31, 2001
----------------- ----------------- ----------------- -----------------
(unaudited) (unaudited)

Revenues............................. $ -- $ -- $ -- $ --
Operating expenses:
Employee compensation............. -- -- -- --
Selling, general and
administrative expenses......... 19,982 -- 50,489 --
----------------- ----------------- ----------------- -----------------
Total operating expenses.......... 19,982 -- 50,489 --
Operating loss....................... (19,982) -- (50,489) --

Other income (expense):
Interest income (expense)......... (1,662) -- (1,802) --
----------------- ----------------- ----------------- -----------------
Total other income (expense).... (1,662) -- (1,802) --

Loss from continuing operations... (21,644) -- (52,291) --

Provision for income taxes........ -- -- 1,600 --
----------------- ----------------- ----------------- -----------------
Net loss from continuing
operations...................... (21,644) -- (53,891) --

Discontinued operations:
Loss from discontinued operations. (1,456,924) (2,060,469) -- 798,706)
Loss on disposal of discontinued
operations...................... (403,803) -- -- --
----------------- ----------------- ----------------- -----------------
Net loss from discontinued
operations...................... (1,860,727) (2,060,469) -- (798,706)
----------------- ----------------- ----------------- -----------------

Net loss $ (1,882,371) $ (2,060,469) $ (53,891) $ (798,706)
================= ================= ================= =================

Basic and diluted loss per common
share
from continuing operations........ $ 0.00 $ -- $ 0.00 $ --
from discontinued operations...... $ (0.17) $ (0.20) $ -- $ (0.08)
----------------- ----------------- ----------------- -----------------
Total basic loss per share...... $ (0.17) $ (0.20) $ 0.00 $ (0.08)
Basic and diluted weighted average ================= ================= ================= =================
common shares outstanding......... 11,366,075 10,346,821 15,789,008 10,399,786
================= ================= ================= =================
See accompanying notes to consolidated financial statements

F-5

GPN Network, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity (Deficit)

Common Stock Additional
--------------------------- Paid-In Deferred Accumulated
Shares Amount Capital Compensation Deficit Total
------------- ------------- ------------- ------------- ------------- -------------

Balance at December 2, 1999
(date of inception)............... 0 $ -- $ -- $ -- $ -- $ --
Founder's capital contribution........ 8,775,000 8,775 (8,275) -- -- 500
Estimated fair market value of
181,208 shares of common stock
issued to employees............... 181,208 181 46,682 (6,770) -- 40,093
Sale of 1,111,122 shares of common
stock, net of offering costs of
$264,187 (plus 150,000 shares
issued to consultants)............ 1,261,122 1,261 3,224,010 -- -- 3,225,271
300,117 shares issued for acquisition
of DMRX, including cash
acquisition costs of $600,000..... 300,117 300 (600,300) -- -- (600,000)
Estimated fair market value of
warrants granted to consultants... -- -- 12,990 -- -- 12,990
Net loss.............................. -- -- -- -- (2,060,469) (2,060,469)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31, 2000.......... 10,517,447 10,517 2,675,107 (6,770) (2,060,469) 618,385
Issuance of common stock
for cash.............................. 163,500 164 149,176 -- -- 149,340
exchange with minority interest....... 1,207,500 1,208 428,243 -- -- 429,451
for employee bonus.................... 17,250 17 26,559 -- -- 26,576
for employee compensation............. 150,000 150 34,274 -- -- 34,424
Net cancellation of employee shares... (377,800) (378) (10,622) -- -- (11,000)
Amortization and write-off of
deferred compensation............. -- -- (5,207) 6,770 -- 1,563
Net loss.............................. -- -- -- -- (1,882,371) (1,882,371)
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 31, 2001.......... 11,677,897 11,678 3,297,530 -- (3,942,840) (633,632)
Issuance of common stock for cash,
net (unaudited)................... 5,000,000 5,000 133,776 -- -- 138,776
Net loss (unaudited).................. -- -- -- -- (53,891) (53,891)
------------- ------------- ------------- ------------- ------------- -------------
Balance at March 31, 2002 (unaudited). 16,677,897 $ 16,678 $3,431,306 $ -- $(3,996,731) $ (548,747)
============= ============= ============= ============= ============= =============

See accompanying notes to consolidated financial statements

F-6

GPN Network, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

For the Twelve For the Twelve
Months Ended Months Ended For the Three For the Three
December 31, December 31, Months Ended Months Ended
2001 2000 March 31, 2002 March 31, 2001
-------------- -------------- -------------- --------------
(unaudited) (unaudited)

Cash flows from operating activities:
Net loss from continuing operations............. $ (21,644) $ --- $ (53,891) $ ---
Adjustments to reconcile net loss from continuing
operations to net cash used in operating
activities:
Estimated fair market value of vested common
stock granted to employees.................... 26,576 --- --- ---
Stock issued for employee compensation.......... 34,424 --- --- ---
Estimated fair market value of warrants granted
to consultants................................ --- --- --- ---
Amortization of prepaid consulting fees......... 1,563 --- --- ---
Loss on marketable securities................... 23,875 --- --- ---
Impairment of long-lived assets................. 466,695 --- --- ---
Depreciation and amortization .................. 89,808 --- --- ---
Amortization of deferred revenue................ --- --- --- ---
Loss on abandonment............................. --- --- --- ---
Reserve for uncollectible accounts.............. --- --- --- ---
Changes in operating assets and liabilities:....
Accounts receivable........................... 19,666 --- --- ---
Other assets.................................. 56,265 --- --- ---
Accounts payable and accrued expenses......... (235,339) --- 26,851 ---
Other liabilities............................. (150,000) --- --- ---
Deferred revenue.............................. (32,128) --- --- ---
-------------- -------------- -------------- --------------
Net cash provided by (used in) continuing
operating activities........................... 279,761 --- (27,040) ---
Net cash provided by (used in) discontinued
operating activities........................... (1,299,792) (1,771,227) (103,185) (628,240)
-------------- -------------- -------------- --------------
Total net cash provided by (used in)
operating activities..................... (1,020,031) (1,771,227) (130,225) (628,240)
Cash flows from investing activities:
Minority interest.............................. --- --- --- (1,761)
Proceeds from sale of marketable securities.... 15,499 --- --- ---
Proceeds from sale of property and equipment... 9,825 --- --- ---
Cash paid in connection with the DMRX acquisition --- (600,000) --- ---
Purchase of property and equipment............. --- (359,688) --- ---
Capitalized website development costs.......... --- (140,664) --- ---
-------------- -------------- -------------- --------------
Net cash provided by (used in) investing
activities...................................... 25,324 (1,100,352) --- (1,761)
Cash flows from financing activities:
Proceeds from short term loan - shareholder ... 27,000 --- (11,000) ---
Repurchase of common stock..................... (11,000) --- --- ---
Proceeds from the sale of common stock......... 149,340 3,225,771 138,776 151,101
Proceeds from the sale of subsidiary common stock --- 429,450 --- ---
Proceeds from note payable - affiliate......... 51,000 --- --- ---
-------------- -------------- -------------- --------------
Net cash provided by (used in) financing
activities...................................... 216,340 3,655,221 127,776 151,101
Net increase (decrease) in cash.................... (778,367) 783,642 (2,449) (478,900)
Cash at beginning of period........................ 783,642 --- 5,275 783,642
-------------- -------------- -------------- --------------
Cash at end of period.............................. $ 5,275 $ 783,642 $ 2,826 $ 304,742
============== ============== ============== ==============

See accompanying notes to consolidated financial statements

F-7

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND OPERATIONS
- ------------------------------------

GoPublicNow.com, Inc. ("GPN-Nevada") was incorporated on December 2, 1999
according to the laws of Nevada. Pursuant to an acquisition agreement (the
"Acquisition Agreement") effective April 6, 2000, GPN-Nevada completed a
transaction whereby it was merged with and into DermaRX Corporation ("DMRX") and
the separate corporate existence of GPN-Nevada ceased. The transaction was
recorded as a "reverse acquisition" (the "Merger") where GPN-Nevada was
considered to be the accounting acquirer as it retained control of DMRX after
the merger. Simultaneously with the Merger, the name DMRX was changed to
GoPublicNow.com ("GPNN" or the "Company"), and all the outstanding shares of
common stock of GPN-Nevada were exchanged on a one-for-one basis for shares of
common stock of GPNN. Immediately prior to the merger, the common stock of DMRX
was reduced by a one for five reverse split. On November 8, 2000,
GoPublicNow.com changed its name to GPN Network, Inc.

GPN Network, Inc. is a Delaware corporation and was engaged in the business,
through its subsidiaries, affiliates and strategic alliances, of assisting
unaffiliated early-stage-development and small to mid-sized emerging growth
companies with financial and business development services, including raising
capital in private and public offerings. During the year ended December 31,
2000, the Company had two operating subsidiaries, GoNow Securities, Inc., which
was a broker/dealer, and GoBizNow.com, Inc., which provided business and
technology consulting services, and two inactive subsidiaries, GPN Securities
Inc. and Dermedics, Inc. During the year ended December 31, 2001, the Company
had two operating subsidiaries, GoNow Securities and GoBizNow.com, and one
inactive subsidiary, GPN Securities. Dermedics was dissolved during the year
ended December 31, 2001.

NOTE 2 - GOING CONCERN
- ----------------------

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles which contemplate
continuation of the Company as a going concern. The Company has incurred a net
loss and negative cash flows from operations of $1,882,371 and $1,020,031,
respectively, for the year ended December 31, 2001, and had an accumulated
deficit of $3,942,840 as of December 31, 2001. These factors, along with the
Company's lack of an operational history, among other matters, raise substantial
doubt about its ability to continue as a going concern. The Company currently
has no specific operational business plan and accordingly will depend completely
on additional funds to finance its short-term operations. The successful outcome
of future activities cannot be determined at this time and there are no
assurances that if achieved, the Company will have sufficient funds to execute
its intended business plan or generate positive operating results.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
- -----------------------------------------------------

GoNow Securities, Inc.
- ----------------------

In January 2001, the Company's wholly-owned subsidiary and NASD member, GoNow
Securities, Inc., began operations as a broker/dealer. In March 2002, the
Company sold GoNow Securities, Inc., for net proceeds of $5,000.

F-8

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

Change in Control
- -----------------

On August 3, 2001, in anticipation of the Company adopting a new business plan,
the Company issued a press release announcing that a change of control had
occurred and Mr. Todd M. Ficeto is now the controlling shareholder.

Termination of Development Stage
- --------------------------------

Effective August 31, 2000, as a result of several contracts entered into by GPN
Network, Inc. to provide financial and business development services, management
determined that the Company was no longer in the development stage.

Principles of Consolidation
- ---------------------------

The consolidated financial statements include the accounts of the Company and
its three wholly-owned subsidiaries: GoNow Securities, Inc. and GoBizNow.com,
Inc., which were active at December 31, 2001 and March 31, 2002, and GPN
Securities, Inc., which was inactive at December 31, 2001 and March 31, 2002.
GoNow Securities was sold in March 2002, and GoBizNow.com was dissolved in June
2002. All significant intercompany balances and transactions have been
eliminated in consolidation.

Cash and Cash Equivalents
- -------------------------

For purposes of the statement of cash flows, cash and cash equivalents consist
of demand deposits in banks with an initial maturity of 90 days or less.

Marketable Securities
- ---------------------

Marketable securities consist of equity securities and are stated at fair market
value. During the period from December 2, 1999 (date of inception) through
December 31, 2000, the Company received marketable securities which were
originally valued at $253,966 in consideration of future services from an
unrelated party. However, at December 31, 2000, the Company's management
determined that a permanent impairment on the related marketable securities had
occurred based in part on general economic conditions, the condition of the
investee company and its industry, and the decline of the investee's stock
price. As a result, the Company re-valued the marketable securities to $39,374
(based on the trading price of the stock at December 31, 2000). The Company
recorded $214,592 against the cost of the related marketable securities and
deferred revenue in the accompanying balance sheet at December 31, 2000. For the
period ended December 31, 2000, total revenue recognized in the accompanying
statement of operations after the re-valuation was $8,374.

Pursuant to the Statement of Financial Accounting Standards No. 115 ("SFAS 115")
"Accounting for Certain Investments in Debt and Equity Securities," available
for sale investments are to be recorded at their fair market value, with any
unrealized gain or loss to be reported as other comprehensive income (loss) for
the period ended. As a result of the permanent impairment and the related write
down of the marketable equity security to its net realizable value, no
comprehensive income (loss) existed as of December 31, 2000.

F-9

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

During the year ended December 31, 2001, the Company sold these securities for
$15,499, and realized a loss of $23,875. The Company had no marketable
securities during the three months ended March 31, 2002 (unaudited).

Customer Concentration
- ----------------------

The Company offers its services throughout the United States and extends credit
to its customers and performs ongoing credit evaluations of such customers. The
Company does not obtain collateral to secure its accounts receivable. The
Company evaluates its accounts receivable on a regular basis for collectability
and provides for an allowance for potential credit losses as deemed necessary.
The Company has not been dependent on any single customer or group of customers
for a significant portion of its annual sales. The Company's customer base has
changed on a continuous basis as new customers are added or removed.

Three customers accounted for approximately 90% of sales for the year ended
December 31, 2001. Three customers accounted for approximately 79% of sales for
the year ended December 31, 2000. The Company had no sales for the three months
ended March 31, 2002 (unaudited).

Property and Equipment
- ----------------------

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the useful life of three and seven years. Betterments,
renewals, and extraordinary repairs that extend the lives of the assets are
capitalized; other repairs and maintenance charges are expensed as incurred. The
cost and related accumulated depreciation applicable to assets retired are
removed from the accounts, and the gain or loss on disposition is recognized in
current operations.

Capitalized Web Site Development
- --------------------------------

In March 2000, the Emerging Issues Task Force reached a consensus on Issue No.
00-2, "Accounting for Web Site Development Costs" (EITF 00-2) to be applicable
to all website development costs incurred. The consensus states that for
specific website development costs, the accounting for such costs should be
accounted for under AICPA Statement of Position 98-1 (SOP 98-1) "Accounting for
the Cost of Computer Software Developed or Obtained for Internal Use." Pursuant
to EITF 00-2, the Company had capitalized approximately $140,000 of web site
development costs as of December 31, 2000, to be amortized on a straight-line
basis over two years. Amortization expense for the years ended December 31, 2001
and 2000 was $35,166 and approximately $37,000, respectively. Amortization
expense for the three months ended March 31, 2002 and 2001 were $0 (unaudited)
and $17,583 (unaudited), respectively.

Long-Lived Assets
- -----------------

During 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets To Be Disposed Of," which requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In accordance with the
provisions of SFAS No. 121, the Company regularly reviews long-lived assets and
intangible assets for impairment whenever events or changes in circumstances

F-10

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

indicate that the carrying amount of the assets may not be recoverable. Based on
its analysis, the Company did not record an impairment of the carrying value on
its long-lived assets at December 31, 2000. At March 31, 2001 the Company had
determined that there had been an impairment of its capitalized software and as
a result, the Company has written off capitalized software costs in the amount
of $187,500 (unaudited) at March 31, 2001. At December 31, 2001, the Company
determined that there had been an impairment of its website development costs,
its property and equipment, and its other assets due to the change in business
direction of the Company as a result of the change in control. As a result, the
Company has written off the unamortized balance of $68,847 for its website
development costs, $340,204 of its property and equipment, and $57,644 of other
assets as a loss on impaired assets that is included in the loss from
discontinued operations in the accompanying statements of operations for the
period ended December 31, 2001.

Deferred Revenue
- ----------------

The Company's business model included receiving payment in advance for listing
client companies on its website. These payments are recorded as deferred
revenue, and are in the form of either cash or equity in the client company. The
revenue is recognized monthly over the term of the listing agreement, typically
from 12 to 24 months. At December 31, 2000, the Company had $32,128 of deferred
revenue, consisting of $31,000 in equity and $1,128 in cash.

During the year ending December 31, 2001, the Company determined that there was
a permanent impairment in the equity component of deferred revenue and wrote off
$23,875. At December 31, 2001 and March 31, 2002 (unaudited), the Company had no
deferred revenue.

Income Taxes
- ------------

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. A valuation allowance is provided for significant deferred
tax assets when it is more likely than not that such assets will not be
recovered.

Minority Interest
- -----------------

In April 2000, the Company provided initial funding of $200,000 for its
majority-owned subsidiary GoBizNow.com. The Company commenced a private
placement memorandum selling a maximum of 300,000 shares of common stock at
$1.75. As of December 31, 2000, GoBizNow.com had sold 294,000 shares of common
stock for $429,451 net of offering costs of $85,049 at which time the offering
was considered closed. As of December 31, 2000, the minority interest percentage
owned was 6.0%. Due to the percentage owned by the minority interests being less
than 10% and GoBizNow.com percentage of the consolidated loss being less than
10%, the Company has not recorded minority interest in GoBizNow.com's net loss
as of December 31, 2000.

Pursuant to Staff Accounting Bulletin ("SAB") No. 84, when selling a
subsidiary's un-issued shares to third parties, a gain or loss may be required
to be reflected in the consolidated income statements of the parent. However,

F-11

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

SAB No. 84 does not require a gain or loss to be recognized in situations where
the subsidiary is a newly formed, non-operating entity, a startup or development
stage company or an entity whose ability to continue in existence is in
question. Due to the subsidiary being newly formed and in the development stage,
the Company has recognized no gain or loss on the sale of the subsidiary's stock
at December 31, 2000.

In May 2001, the Company completed the acquisition of the minority interest in
GoBizNow.com whereby 1.4 shares of the Company's common stock were exchanged for
every one share of GoBizNow.com's common stock issued and outstanding. Pursuant
to this transaction, the Company issued 411,600 shares of its common stock to
shareholders of GoBizNow.com. The Company, under its new management, is in
negotiations to reduce the number of shares to be issued to certain officers and
employees holding 568,500 of GoBizNow.com shares, potentially exchangeable
pursuant to the terms of the GoBizNow.com acquisition agreement for 795,900 of
the Company's shares. There is no assurance that the Company will be successful
in these negotiations and therefore the financial statements dated December 31,
2001 and March 31, 2002 are presented as if all 795,900 shares have been issued.

Revenue Recognition
- -------------------

The Company recognizes revenue during the month in which services are provided
and on a straight-line basis over the life of the membership dues received. On
certain agreements, the Company will take an equity position in the client
rather than a cash position, which the Company will record pursuant to SFAS No.
115 and record deferred revenue and recognize the revenue over the contract
life, as defined. In addition, the agreements may contain a return of equity
clause which specifies that if the Company does not satisfy the requirements of
the agreement, as defined, the Company must return all equity instruments to its
clients.

Advertising
- -----------

Advertising costs are expensed as incurred. For the years ended December 31,
2000 and 2001, advertising costs of approximately $85,000 and $3,000 have been
incurred, respectively. For the three months ended March 31, 2001 and 2002,
advertising costs of approximately $3,000 (unaudited) and $0 (unaudited) have
been incurred, respectively.

Earnings Per Share
- ------------------

The Company calculates earnings per share in accordance with SFAS No. 128,
"Earnings Per Share." Basic earnings per share is computed by dividing income
available to common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted earnings per
share is computed similar to basic earnings per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive.

F-12

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

The following potential common shares have been excluded from the computation of
diluted net loss per share for all periods presented because the effect would
have been anti-dilutive:

For the Year Ended For the Three Months
December 31, Ended March 31,
---------------------- ----------------------
2001 2000 2002 2001
---- ---- ---- ----
(unaudited) (unaudited)

Options outstanding under
the Company's stock
option plan 632,125 561,250 632,125 670,250
Warrants issued in
conjunction with
the sale of
common stock 2,222,244 2,222,244 4,722,244 2,222,244
Warrants issued to
consultants for
services rendered 20,125 20,125 20,125 20,125

Risks and Uncertainties
- -----------------------

The Company currently has no business plan and accordingly industry specific
business risks and uncertainties cannot be ascertained. The Company will depend,
in the near-term, completely on obtaining additional debt or equity funding from
new or existing investors. There can be no assurance that such funding will be
obtained.

Reclassifications
- -----------------

Certain amounts included in the December 31, 2000 and March 31, 2001 Statements
of Cash Flows have been reclassified to conform to the current presentation.

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 the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Significant estimates made by management
are, among others, estimates for income tax valuations and settlement of
liabilities from discontinued operations. Actual results could differ from those
estimates.

Fair Value of Financial Instruments
- -----------------------------------

The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles that require disclosure of fair value
information about financial instruments when it is practicable to estimate that
value. The carrying amount of the Company's cash and cash equivalents, trade
payables and accrued expenses, and promissory note to a shareholder approximates
their estimated fair values due to the short-term maturities of those financial
instruments. The amounts shown for note payable to affiliate also approximate
fair value because current interest rates offered to the Company for short-term
loans of similar maturities are substantially the same or the difference is
immaterial.

F-13

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

Stock-Based Compensation
- ------------------------

The Company accounts for stock-based compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation," which defines a fair value based
method of accounting for stock-based compensation. However, SFAS No. 123 allows
an entity to continue to measure compensation cost related to stock and stock
options issued to employees using the intrinsic method of accounting prescribed
by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees." Entities electing to remain with the accounting method of
APB No. 25 must make pro forma disclosures of net income (loss), as if the fair
value method of accounting defined in SFAS No. 123 had been applied. The Company
has elected to account for its stock-based compensation to employees under APB
No. 25.

In March 2000, the FASB issued FASB Interpretation ("FIN") No. 44, "Accounting
for Certain Transactions Involving Stock Compensation, an Interpretation of APB
Opinion 25." FIN No. 44 clarifies the application of APB No. 25 for (a)
definition of employee for purposes of applying Opinion 25, (b) the criteria
form determining whether a plan qualifies as a non-compensatory plan, (c) the
accounting consequence for an exchange of stock compensation awards in business
combination. FIN No. 44 is effective July 1, 2000, but certain provisions cover
specific events that occur after December 15, 1998 or January 12, 2000. The
adoption of FIN No. 44 did not have a material effect on the Company's financial
statements.

Segments of Business
- --------------------

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS No. 131 changes the way public
companies report information about segments of their business in their annual
financial statements and requires them to report selected segment information in
their quarterly reports issued to shareholders. It also requires entity-wide
disclosures about the products and services an entity provides, the material
countries in which it holds assets and reports revenues and its major customers.
For marketing purposes, the Company's business model is broken down into the
stages of a client company's development, described as Preparation, Investment,
and Exit, or "PIE". The Company considers all of its services to exist within
the single business segment of providing financial and corporate development
services to emerging growth companies.

Recently Issued Accounting Pronouncements
- -----------------------------------------

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." This
statement addresses financial accounting and reporting for business combinations
and supersedes Accounting Principles Bulletin ("APB") Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of
Purchased Enterprises." All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method for those business combinations is
prohibited. This statement also applies to all business combinations accounted
for using the purchase method for which the date of acquisition is July 1, 2001
or later. The Company does not expect adoption of SFAS No. 141 to have a
material impact, if any, on its financial position or results of operations.

F-14

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This statement addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible Assets." It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition. This statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially recognized in the
financial statements. It is effective for fiscal years beginning after December
15, 2001. Early application is permitted for entities with fiscal years
beginning after March 15, 2001, provided that the first interim financial
statements have not been issued previously. The Company does not expect adoption
of SFAS No. 142 to have a material impact, if any, on its financial position or
results of operations.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development, and/or the normal operation of long-lived assets, except for
certain obligations of lessees. This statement is not applicable to the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. This
statement replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of," the accounting and
reporting provisions of APB No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual, and Infrequently Occurring Events and Transactions," for the disposal
of a segment of a business, and amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The Company does
not expect adoption of SFAS No. 144 to have a material impact, if any, on its
financial position or results of operations.

In April 2002, the FASB issued Statement of Accounting Standards No. 145 ("SFAS
No. 145"), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 updates, clarifies,
and simplifies existing accounting pronouncements. This statement rescinds SFAS
No. 4, which required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. As a result, the criteria in APB No. 30 will now be used to
classify those gains and losses. SFAS No. 64 amended SFAS No. 4 and is no longer
necessary as SFAS No. 4 has been rescinded. SFAS No. 44 has been rescinded as it
is no longer necessary. SFAS No. 145 amends SFAS No. 13 to require that certain
lease modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-lease transactions.
This statement also makes technical corrections to existing pronouncements.
While those corrections are not substantive in nature, in some instances, they
may change accounting practice. The Company does not expect adoption of SFAS No.
145 to have a material impact, if any, on its financial position or results of
operations.

NOTE 4 - DISPOSAL OF OPERATIONS
- -------------------------------

During 2001, due in large part to the decreased availability of investment
capital to the Company's target market of internet related, small growth
companies, GPN Network failed to meet its revenue targets. On July 27, 2001, a
majority interest in the Company was acquired by a private investor, and the

F-15

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

Company installed new management and adopted a new business plan. The immediate
action taken regarding this new business plan was to discontinue the Company's
current operations effective July 27, 2001. As a result, operations of the
Company through December 31, 2001 are reported as discontinued operations. The
loss from discontinued operations included total revenues and net loss from
operations of $2,586 and $1,454,180, respectively, for the year ended December
31, 2001 and the loss on disposal included total revenues and net loss from
operations of $57,082 and $402,604, respectively, for the year ended December
31, 2001. The loss from discontinued operations included total revenues and net
loss from operations of $2,586 (unaudited) and $602,685 (unaudited),
respectively, for the three months ended March 31, 2001. Net liabilities from
discontinued operations at December 31, 2001 included accounts payable of
$465,968, book overdraft of $92,567, and accrued income taxes of $2,400. Net
liabilities form discontinued operations at March 31, 2002 included accounts
payable of $454,660 (unaudited) and accrued income taxes of $2,400 (unaudited).
The anticipated disposal date is June 30, 2002. For the twelve months ended
December 31, 2000, total revenues from discontinued operations were $174,011 and
the net loss from operations was $2,108,580.

NOTE 5 - PROPERTY AND EQUIPMENT
- -------------------------------

At December 31, 2001 and March 31, 2002 (unaudited), the Company had no property
and equipment, as it was all either sold or impaired. Depreciation and
impairment expense totaled $378,296 and $93,017 for the years ended December 31,
2001 and 2000, respectively. Depreciation expense totaled $46,071 (unaudited)
and $0 (unaudited) for the three months ended March 31, 2001 and 2002,
respectively.

NOTE 6 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

Lease Obligations
- -----------------

At December 31, 2001, the Company was in default of the terms of the lease of
its corporate headquarters. The lease term ends March 31, 2002. At December 31,
2001 and March 31, 2002 (unaudited), the remaining amount due under the term of
the lease of $123,492 has been accrued under net liabilities from discontinued
operations.

Rent and equipment lease expense under operating leases for the years ended
December 31, 2001 and 2000 was $268,217 and $101,205, respectively. Rent and
equipment lease expense under operating leases for the three months ended March
31, 2002 and 2001 was $0 (unaudited) and $55,533 (unaudited), respectively.
These amounts are included in selling, general and administrative expenses in
the accompanying statements of operations.

Litigation
- ----------

The Company is not in compliance with the terms of its lease for its corporate
headquarters in Irvine, California. The Company's management is in discussions
with the landlord in an attempt to achieve an agreement by which the Company's
obligations under this lease will be removed. Management believes that a
settlement for less than the amount due under the remaining term of the lease is
probable, though there can be no assurance that this will be the case. However,
the Company has accrued for the entire amount due for the term of the lease. The
Company is also in discussions with its trade creditors in order to negotiate
payment terms that are more favorable to the Company. The outcome of these

F-16

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

actions cannot be determined at this time, therefore the full amounts of these
liabilities are included in the accompanying financial statements.

On December 4, 2001, a complaint captioned Silver & Deboskey v. GPN Network,
Inc. (f/k/a GoPublicNow.com f/k/a DermaRx, Inc. or DermaRx Corporation) was
filed in District Court in Denver, Colorado (Case #01 CV 6678). The complaint
seeks compensation for legal services allegedly rendered to DermaRx in the
amount of $18,693.20, plus post judgment interest. The Company failed to file a
responsive pleading to the action. Consequently, on or about February 19, 2002,
Silver & Deboskey filed with the court a Motion For Entry Of Default Judgment,
requesting an entry of default for the total amount of $18,693.20, which was
denied by the court on March 19, 2002. On March 8, 2002, GPN filed an answer. A
trial date has been set for September 2002. The outcome of litigation is
uncertain and there can be no assurance that the Company will be successful in
its defense.

On October 9, 2001, GPN Network, Inc. filed a complaint against Bruce A. Berman
and Jeffrey M. Diamond (former officers of GPN) and The Summit Real Estate
Group, Inc. ("Summit") in Orange County Superior Court (Case No. 01CC12872). The
complaint alleges four causes of action: (1) breach of fiduciary duty, (2)
rescission, (3) fraud, and (4) civil conspiracy. The complaint requests damages
in the amount of not less than $100,000 and punitive damages. On or about
November 20, 2001, Bruce A. Berman filed, concurrently with his answer, a
verified cross-complaint against GPN for indemnity, declaratory relief, breach
of contract, failure to pay wages, unfair business practices, and breach of
implied covenant of good faith and fair dealing. The complaint alleges that GPN
failed to pay Mr. Berman accrued wages and other compensation in the amount of
$60,000. On January 23, 2002, GPN filed a first amended complaint, naming an
additional defendant, Timothy C. Capps. In July 2002, GPN reached resolution of
its disputes with its former officers. In connection with the resolution, GPN
received a waiver of all claims, indemnification for claims by a former landlord
related to back and future rent for premises occupied by GPN before August 2001,
and the return of shares of GPN's common stock. In return, GPN waived all of its
claims and paid $20,000.

The Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations or discriminations,
or breach of contract actions incidental to the normal operations of the
business. The Company is currently not involved in any such litigation which
management believes could have a material adverse effect on its financial
position or results of operations.

F-17

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

NOTE 7 - STOCKHOLDERS' DEFICIT
- ------------------------------

Preferred Stock
- ---------------
The Company's certificate of incorporation authorizes up to 10,000,000 shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more classes or series at such time the Board of Directors determine. All
shares of any series shall be equal in rank and identical in all respects. As of
December 31, 2001 and as of March 31, 2002, no preferred shares have been
designated or issued.

Equity Offering
- ---------------

In February 2001, the Company issued a Private Placement Memorandum (the "2001
PPM") for a total maximum offering of $3,500,000. The offering is for a maximum
of 2,800,000 units, each unit consisting of one share of common stock and one
warrant to purchase one additional share of common stock for $2.50 per share. At
March 31, 2002, no units had yet been sold.

Common Stock
- ------------

On December 3, 1999, the Company issued 201,000 shares of the Company's
restricted common stock (valued at $50,250 based on the estimated fair value on
date of grant) to employees. The shares are contingent upon employment and vest
on various dates through December 2001. During the year ended December 31, 2000,
19,792 of these shares were cancelled due to employee terminations. As of
December 31, 2000, a total of 156,213 shares vested resulting in compensation
expense of $40,093 being recognized in the accompanying statement of operations
for the year December 31, 2000.

On April 6, 2000, the Company issued 500,117 shares of common stock to the
shareholders of DermaRX Corporation in a transaction known as a reverse merger.
The Company also paid $300,000 to DermaRX in order for DermaRX to settle its
liabilities. On May 5, 2000, the Company purchased and retired 200,000 of these
shares of common stock for the amount of $300,000. The Company netted the
repurchase of the 200,000 shares of common stock with the original issuance and
recorded the purchase price of $300,000 as part of the acquisition cost.

During the year ended December 31, 2000, the Company sold and issued 1,111,122
shares of common stock (including 150,000 shares issued to consultants for
offerings costs) at $2.50 or $3.75 per share for aggregate cash consideration of
$3,225,271 (net of commissions and other offering costs of $264,187). In
addition, the Company issued warrants to purchase 1,111,122 shares of common
stock at $7.50 per share and warrants to purchase 1,111,122 shares of common
stock at $10 per share, which are exercisable until March 1, 2003 or May 1,
2003. As the warrants were issued in connection with fundraising activities, no
expense is to be recognized for the warrants in the statement of operations.

During the year ended December 31, 2001, the Company made a limited offer to the
holders of the $7.50 and $10.00 warrants to exercise these warrants in units
(each unit consisting of one warrant exercisable for $7.50 and one warrant
exercisable for $10.00) at $1.00 per unit in exchange for one share of common
stock, one new warrant exercisable for $2.50 per share, and one new warrant
exercisable for $5.00 per share. The Company sold 163,500 warrant units for a
total of $ 149,340 net of offering costs of $14,160. The new warrants vest
immediately and expire on December 31, 2003.

F-18

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

Also, during the year ended December 31, 2001, the Company issued 167,250 shares
of common stock to employees. The Company recorded non-cash compensation expense
of $61,000 based on the fair market value of the stock on the date of grant. The
Company also cancelled 352,800 shares of common stock issued to terminated
employees per the terms of their employment agreements. Also during the year
ended December 31, 2001, the Company repurchased and cancelled 25,000 shares of
common stock from an employee in exchange for a severance payment of $11,000.

On May 1, 2001, the Company completed the acquisition of the minority interest
in its subsidiary company GoBizNow.com whereby 1.4 shares of the Company's
common stock were exchanged for every one share of GoBizNow.com common stock
issued and outstanding. Pursuant to this transaction, the Company committed to
issue 411,600 shares of its common stock to the shareholders of GoBizNow.com.
The Company, under its new management, is in negotiations to reduce the number
of shares issued to certain officers and employees holding 568,500 of
GoBizNow.com shares potentially exchangeable pursuant to the terms of the
GoBizNow.com acquisition for 795,900 shares of common stock of the Company.
There is no assurance that the Company will be successful in these negotiations
and has therefore reflected the outstanding common shares at December 31, 2001
and March 31, 2002 (unaudited) as if all 795,900 shares have been issued.

On January 8, 2002, the Company issued 2,500,000 units to its majority
stockholder for proceeds of $138,776, net of offering costs of $11,224. Each
unit consisted of two shares of the Company's common stock and a warrant to
purchase one share of the Company's common stock. Each warrant vests
immediately, has an exercise price of $0.03 per share and expires five years
from the date of issuance.

Stock Options
- -------------

From time to time, the Company may issue non-plan stock options pursuant to
various agreements and other compensatory arrangements. Under the terms of
various agreements with employees, during the years ended December 31, 2000 and
2001 the Company issued options to purchase 571,250 and 109,000 shares,
respectively, of the Company's common stock at exercise prices ranging from
$0.25 per share to $3.75 per share. The options vest over various periods from
zero to two years from the date of the grant. The options are exercisable
through March 2010.

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

The following summarizes the stock option transactions:

Weighted Average
Options Exercise Price
----------------- -----------------

Balance, December 2, 1999 --- $ ---

Granted 571,250 $ 2.71
Expired/forfeited (10,000) $ 1.70
-----------------
Balancer, December 31, 2000 561,250 $ 2.55

Granted 109,000 $ 1.96
Expired/forfeited (38,125) $ 1.73
-----------------
Balance, December 31, 2001 and
March 31, 2002 (unaudited) 632,125 $ 2.50
=================

Exerciseable, December 31, 2001 472,180 $ 2.83
=================

Exerciseable, March 31, 2002 (unaudited) 552,138 $ 2.78
=================

F-19

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

The weighted average fair value of stock options granted during the periods
ended December 31, 2001 and 2000 was $1.81 and $0.01, respectively.

The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies APB No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
its plans and does not recognize compensation expense for its stock-based
compensation plans other than for restricted stock and options issued to outside
third parties. The fair value for these options was estimated at the date of
grant using the Black Scholes option pricing model with the following
assumptions for the years ended December 31, 2001 and 2000: risk free interest
rate of 5.5% and 6.25%; dividend yield of 0% and 0%; expected life of the
options of two and three years; and volatility factor of the expected market
price of the Company's common stock of 155% and 111%, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option vesting period. Adjustments are made for
options forfeited prior to vesting. If the Company had elected to recognize
compensation expense based upon the fair value at the grant date for awards
under its plan consistent with the methodology prescribed by SFAS No. 123, the
Company's net loss and loss per share would be reduced to the pro forma amounts
indicated below for the years ended December 31, 2001 and 2000:

2001 2000
---------------- ----------------
Net loss
As reported $ (1,882,371) $ (2,060,469)
Pro forma $ (2,252,400) $ (2,197,081)
Basic loss per common shares
As reported $ (0.14) $ (0.20)
Pro forma $ (0.20) $ (0.21)

Warrants
- --------

From time to time, the Company issues warrants pursuant to various agreements
and other compensatory arrangements. Under the terms of various agreements with
consultants, during the year ended December 31, 2000, the Company issued
warrants to purchase 20,125 shares of the Company's common stock at exercise
prices ranging from $0.25 per share to $3.75 per share. The warrants vest three
months from the date of grant and are exercisable through February 2010. Under
SFAS 123, $12,990 and $0 of consulting expense was recognized in the Company's
statements of operations for the periods ended December 31, 2000 and 2001,
respectively. At December 31, 2001 and March 31, 2002, the Company had
outstanding 2,222,244 and 4,722,244 (unaudited) warrants, respectively, to
various investors as part of various private placement memoranda.

F-20

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

The fair value of each warrant granted during the period ended December 31, 2000
was estimated using the Black-Scholes pricing model on the date of grant using
the following assumptions: risk free interest rate of 6.5%; dividend yield of
0%; expected life of the warrants of three years; and volatility of 111%.

In January and February 2001, the Company made a limited offer to the holders of
the $7.50 and $10.00 warrants to exercise these warrants in units (each unit
consisting of one warrant exercisable for $7.50 and one warrant exercisable for
$10.00) at $1.00 per unit in exchange for one share of common stock, one new
warrant exercisable for $2.50 per share, and one new warrant exercisable for
$5.00 per share. The Company sold 163,500 warrant units for net proceeds of
$149,340.

The following represents a summary of warrants transactions:

Weighted Average
Warrants Exercise Price
------------ ----------------

Balance, December 2, 1999 --- $ ---

Granted 2,242,369 $ 8.70
------------
Balance, December 31, 2000 2,242,369 $ 8.70

Granted 327,000 $ 3.72
Exercised (327,000) $ 8.75
------------
Balance, December 31, 2001 2,242,369 $ 7.97
============
Granted 2,500,000 $ 0.03
------------
Balance, March 31, 2002 (unaudited) 4,742,369 $ 3.78
============
Exerciseable, December 31, 2001 2,242,369 $ 7.97
============
Exerciseable, March 31, 2002 (unaudited) 4,742,369 $ 3.78
============

20,125 of the warrants outstanding at December 31, 2001 have exercise prices
between $0.25 per share to $3.75 per share, with a weighted average exercise
price of $2.86 and a weighted average remaining contractual life of 9.1 years.
All of these warrants are exercisable at December 31, 2001. 2,222,244 of the
warrants have exercise prices between $2.50 per share and $10.00 per share, with
a weighted average exercise price of $7.97 and a weighted average remaining
contractual life of 2.3 years. All of these warrants are exercisable at December
31, 2001.

F-21

GPN Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued

NOTE 8 - INCOME TAXES

The tax effects of temporary differences that give rise to deferred taxes at
December 31, 2001 are as follows:

Deferred tax asset:
Net operating loss carryforward $ 1,511,000
Expenses recognized for granting
of options and warrants 7,000
--------------------
Total gross deferred tax asset 1,518,000

Less valuation allowance (1,518,000)
--------------------
Net deferred tax asset ---
====================

The valuation allowance increased by approximately $686,000 during the year
ended December 31, 2001. No current provision for income taxes for the periods
ended December 31, 2001 and 2000 is required, except for minimum state taxes,
since the Company incurred losses during such periods.

The provision for income taxes for the years ended December 31, 2001 and 2000 is
$0 and differs from the amounts computed by applying the U.S. Federal income tax
rate of 34% to loss before income taxes as a result of the following:

2001 2002

Computed tax benefit at federal statutory rate $ (590,000) $ (695,000)
State income tax benefit, net of federal effect $ (104,800) $ (134,600)
Increase in valuation allowance $ 698,000 $ 832,000
------------ ------------
$ 3,200 $ 2,400
============ ============

As of December 31, 2001, the Company had net operating loss carryforwards of
approximately $3,900,000 and $1,950,000 for federal and state income tax
reporting purposes, which expire in 2021 and 2011, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS
- -----------------------------------

On August 3, 2001, the Company received a loan from its new majority shareholder
in the amount of $27,000. The amount plus interest accrued at the rate of 6% is
due on demand.

On September 7, 2001, the Company received a loan from a company controlled by
the Company's new majority shareholder for $50,000. The amount plus interest
accrued at the rate of 6% is due on September 8, 2003.

On July 15, 2002, the Company received a loan from its new majority shareholder
in the amount of $25,000. The amount plus interest accrued at the rate of 8% is
due on demand.

F-22

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors And Officers

Under Section 145 of the General Corporation Law of the State of
Delaware, we can indemnify our directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Our certificate of incorporation
provides that, pursuant to Delaware law, our directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to us and
our stockholders. This provision in the certificate of incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the
fullest extent permitted by the Delaware General Corporation Law. Our bylaws
further provide that our Board of Directors has sole discretion to indemnify our
officers and other employees. We may limit the extent of such indemnification by
individual contracts with out directors and executive officers, but have not
done so. We are not, however, required to indemnify any director or executive
officer in connection with any proceeding initiated by us and approved by a
majority or our Board of Directors, that alleges (a) unlawful misappropriation
of corporate assets, (b) disclosure of confidential information or (c) any other
willful breach of such director or executive officer's duty to us or our
stockholders. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under our bylaws or otherwise.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, if any, payable by the Registrant
relating to the sale of common stock being registered. All amounts are estimates
except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee...... $ 1,000
Printing and engraving expenses.......................... 5,000
Legal fees and expenses.................................. 20,000
Accounting fees and expenses............................. 15,000
Transfer agent and registrar's fees and expenses......... 5,000
Miscellaneous expenses................................... 4,000
------------
Total............................................... $ 50,000
============

II-1

Item 26. Recent Sales of Unregistered Securities

During the last three years, we have issued unregistered securities to
the persons, as described below. None of these transactions involved any
underwriters, underwriting discounts or commissions, except as specified below,
or any public offering, and we believe that each transaction was exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof and/or Regulation D promulgated thereunder. All recipients had
adequate access, through their relationships with us, to information about us.

During 2000, we sold 294,000 shares of common stock in GoBiz for $1.75
per share. In May 2001, we purchased this minority interest in GoBiz by
exchanging one share of GoBiz common stock for 1.4 shares of our common stock.
The net effect of these transactions resulted in the issuance of shares of our
common stock as follows:

Sales Price Shares
-------- ----- -------
GoBiz Acquisition......... $514,500 $1.25 411,600

In January and February 2001, we conducted a limited offer whereby the
owners of certain $7.50 and $10.00 warrants were granted the opportunity to
exercise the warrants in Warrant Units (each consisting of one warrant
exercisable for $7.50 and one warrant exercisable for $10.00) for $1.00 per
Warrant Unit and receive, in exchange for each Warrant Unit, one new Unit ("New
Unit") consisting of one share of our common stock, one new warrant exercisable
for $2.50 per share and one new warrant exercisable for $5.00 per share. These
new warrants vest immediately and expire on December 31, 2003. The owners of
these warrants exercised 163,000 Warrant Units and accordingly the following
increases (or decreases) in warrants outstanding occurred:

Shares of Common Warrants Warrants Warrants Warrants
Stock at $1.00 at $2.50 at $5.00 at $7.50 at $10.00
- ---------------- -------- -------- -------- ---------
163,500 163,500 163,500 (163,500) (163,500)

During the year ended December 31, 2001, we issued an aggregate of
167,250 shares of common stock to employees. We also cancelled 352,500 shares of
common stock issued to terminated employees per the terms of their employment
agreements. In addition, we repurchased and cancelled 25,000 shares of common
stock from an employee in exchange for a severance payment of $11,000.

On May 1, 2001, we completed the acquisition of the minority interest
in our subsidiary company, GoBizNow.com, whereby 1.4 shares of our common stock
were exchanged for every one issued and outstanding share of GoBizNow.com's
common stock. Pursuant to this transaction, we issued 411,600 shares of our
common stock to the shareholders of GoBizNow. We, under our new management, are
in negotiations to reduce the number of shares issued to certain officers and
employees holding 568,500 shares of GoBizNow.com's common stock potentially
exchangeable pursuant to the terms of GoBizNow.com acquisition agreement for
795,900 of our shares. There is no assurance that we will be successful in these
negotiations and we therefore reflected the outstanding common shares at
December 31, 2001 as if all 795,900 shares have been issued.

From time to time, we may issue non-plan stock options pursuant to
various agreement and other compensatory arrangements. Under the terms of
various agreements with employees, during the year ended December 31, 2001, we
issued options to purchase 109,000 shares of our common stock at an exercise
price of $2.00 per share.

II-2

In January 2002, we sold to Todd M. Ficeto, our sole director and
officer, 2,500,000 units at $0.06 per unit for a total purchase price of
$150,000. Each unit sold included two shares of our common stock and one
five-year warrant to purchase one share of our common stock at $0.03 per share.
The warrants are currently exercisable. The sale of the units resulted in the
issuance of 5,000,000 shares of our common stock and warrants exercisable for
2,500,000 shares of common stock.

The issuances mentioned above involve "restricted securities" because
the issuances were made in reliance upon the exemption from registration
provided by Section 4(2), Regulation D and/or Regulation S of the 1933 Act.

Item 27. Exhibits and Financial Statement Schedules

(A) Exhibits

Exhibit
Number Description of Exhibit
- ------- ----------------------
2.1 Stock Purchase Agreement, dated as of July 27, 2001, by and
between Todd Ficeto and The Berman Family Trust (incorporated by
reference to exhibit 2.1 of the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 3, 2001).

3.1 Certificate of Incorporation of the Registrant filed with the
Delaware Secretary of State on June 4, 1985 (incorporated by
reference to exhibit 3.1 of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(a) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on July 16, 1987 (incorporated by
reference to exhibit 3.1(a) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(b) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on February 3, 1992 (incorporated by
reference to exhibit 3.1(b) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(c) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on November 23, 1992 (incorporated by
reference to exhibit 3.1(c) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(d) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on December 15, 1994 (incorporated by
reference to exhibit 3.1(d) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).
3.1(e) Certificate of Amendment of the Registrant filed with the

Delaware Secretary of State on November 7, 1995 (incorporated by
reference to exhibit 3.1(e) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(f) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on December 30, 1996 (incorporated by
reference to exhibit 3.1(f) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.1(g) Certificate of Merger of GoPublicNow.com, Inc. into DermaRx
Corporation filed with the Delaware Secretary of State on April
6, 2000 (incorporated by reference to exhibit 3.1(g) of the
Registrant's Form 10-KSB filed with the Securities and Exchange
Commission on April 16, 2002).

II-3

3.1(h) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on November 8, 2000 (incorporated by
reference to exhibit 3.1(h) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.2 By-Laws of the Registrant, as amended and restated (incorporated
by reference to exhibit 3(b) of the Registrant's Form 10-KSB
filed with the Securities and Exchange Commission on April 16,
2002).

4.1 Specimen Common Stock Certificate.

5.1* Opinion of Kirkpatrick & Lockhart, LLP.

10.1 Shell Acquisition Agreement dated February 24, 2000 by and
between DermaRx Corp., a Delaware corporation, shareholders of
DermaRx Corp. who are the owners or otherwise represent at least
51% of all of the issued and outstanding common stock and
GoPublicNow.com, Inc. (incorporated by reference to exhibit 10.1
of the Registrant's Form 8-K filed with the Securities and
Exchange Commission on June 20, 2000).

10.2 Limited Offer to Exercise Outstanding Warrant Units, dated
December 1, 2000 (incorporated by reference to exhibit 10(b) of
the Registrant's Form 10-KSB for the year ended December 31,
2000).

10.3 Warrant agreement dated December 1, 2000 (incorporated by
reference to exhibit 10(c) of the Registrant's Form 10-KSB for
the year ended December 31, 2000).

10.4 Confidential Private Placement Memorandum dated February 20, 2001
(incorporated by reference to exhibit 10(d) of the Registrant's
Form 10-KSB for the year ended December 31, 2000).

10.5 Warrant Agreement dated February 12, 2001 (incorporated by
reference to exhibit 10(e) of the Registrant's Form 10-KSB for
the year ended December 31, 2000).

10.6 Stock Purchase Agreement dated September 7, 2001 between the
Registrant and Terra Industries, Inc. regarding sale of
GoNowSecurities, Inc. (incorporated by reference to exhibit 10.3
of the Registrant's Form 10-QSB filed with the Securities and
Exchange Commission on May 15, 2002).

10.7 Closing agreement dated February 26, 2002 between the Registrant,
Terra Industries, Inc. and William A. Husa (incorporated by
reference to exhibit 10.3(a) of the Registrant's Form 10-QSB
filed with the Securities and Exchange Commission on May 15,
2002).

10.8 Investor Rights Agreement, dated January 8, 2002 between the
Registrant and Todd Ficeto (incorporated by reference to exhibit
10.1 of the Registrant's Form 10-QSB filed with the Securities
and Exchange Commission on May 15, 2002).

10.9 Warrant dated January 8, 2002 issued to Todd Ficeto (incorporated
by reference to exhibit 10.2 of the Registrant's Form 10-QSB
filed with the Securities and Exchange Commission on May 15,
2002).

21.1 Subsidiaries of the Registrant.

23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.

23.2 Consent of Corbin & Wertz.

23.3* Consent of Kirkpatrick & Lockhart LLP (contained in exhibit 5.1).
- -----------------
* To be filed by amendment.
II-4

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:

(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;

(b) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b), if in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of the
Registration Fee" table in the effective registration
statement.

(c) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that the undertakings set forth in paragraph (a) and (b) above
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of this offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,

II-5

suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California, on the 25th day of July, 2002.

GPN NETWORK, INC.

By: /S/ TODD M. FICETO
----------------------
Todd M. Ficeto
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
- ------------------------ ----------------------------- ------------

/S/ TODD M. FICETO President, Chief Executive Officer, July 25, 2002
- ------------------------ Chief Financial Officer, Secretary
Todd M. Ficeto and Director (Principal Executive
Officer and Principal Financial
Officer)

II-7

INDEX TO EXHIBITS

Exhibit
Number Description of Exhibit
- -------- ----------------------
2.1 Stock Purchase Agreement, dated as of July 27, 2001, by and
between Todd Ficeto and The Berman Family Trust (incorporated by
reference to exhibit 2.1 of the Registrant's Form 8-K filed with
the Securities and Exchange Commission on August 3, 2001).

3.1(e) Certificate of Amendment of the Registrant filed with the
Delaware Secretary of State on November 7, 1995 (incorporated by
reference to exhibit 3.1(e) of the Registrant's Form 10-KSB filed
with the Securities and Exchange Commission on April 16, 2002).

3.2 By-Laws of the Registrant, as amended and restated (incorporated
by reference to exhibit 3(b) of the Registrant's Form 10-KSB
filed with the Securities and Exchange Commission on April 16,
2002).

4.1 Specimen Common Stock Certificate.

5.1* Opinion of Kirkpatrick & Lockhart, LLP.

Exhibit
Number Description of Exhibit
- -------- ----------------------
10.1 Shell Acquisition Agreement dated February 24, 2000 by and
between DermaRx Corp., a Delaware corporation, shareholders of
DermaRx Corp. who are the owners or otherwise represent at least
51% of all of the issued and outstanding common stock and
GoPublicNow.com, Inc. (incorporated by reference to exhibit 10.1
of the Registrant's Form 8-K filed with the Securities and
Exchange Commission on June 20, 2000).

10.2 Limited Offer to Exercise Outstanding Warrant Units, dated
December 1, 2000 (incorporated by reference to exhibit 10(b) of
the Registrant's Form 10-KSB for the year ended December 31,
2000).

10.3 Warrant agreement dated December 1, 2000 (incorporated by
reference to exhibit 10(c) of the Registrant's Form 10-KSB for
the year ended December 31, 2000).

10.4 Confidential Private Placement Memorandum dated February 20, 2001
(incorporated by reference to exhibit 10(d) of the Registrant's
Form 10-KSB for the year ended December 31, 2000).

10.5 Warrant Agreement dated February 12, 2001 (incorporated by
reference to exhibit 10(e) of the Registrant's Form 10-KSB for
the year ended December 31, 2000).

10.9 Warrant dated January 8, 2002 issued to Todd Ficeto (incorporated
by reference to exhibit 10.2 of the Registrant's Form 10-QSB
filed with the Securities and Exchange Commission on May 15,
2002).

21.1 Subsidiaries of the Registrant.

23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP.

23.2 Consent of Corbin & Wertz.

23.3* Consent of Kirkpatrick & Lockhart LLP (contained in exhibit 5.1).
- -----------------------
* To be filed by amendment.