AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2001
                                              REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                         GO ONLINE NETWORKS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)



        DELAWARE                                                 33-0873993
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)



                         5681 Beach Blvd., Suite 100/101
                          Buena Park, California 90621
          (Address of Principal Executive Offices, Including Zip Code)

                             Consulting Agreements
                          Salary Reimbursement Agreement
                            (Full Title of the Plan)
                              ____________________

                               Joseph M. Naughton
                         5681 Beach Blvd., Suite 100/101
                          Buena Park, California 90621
                                 (714) 736-9888
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

                         CALCULATION OF REGISTRATION FEE

Title of    Amount to be   Proposed Maximum    Proposed Maximum     Amount of
Securities   Registered    Offering Price      Aggregate Offering   Registration
to be                      per Share                Price              Fee
Registered


Common
Stock,
par value
$0.001       1,067,000         $0.07 (1)             $ 74,690          $ 18.68
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.15 (2)             $ 75,000          $ 18.75
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.25 (2)             $125,000          $ 31.25
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.35 (2)             $175,000          $ 43.75
           ----------------    ---------             ---------         --------
Total                                                                  $112.43

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 5, 2001.


<PAGE>

EXPLANATORY  NOTE

Go Online Networks Corporation ("GONT") has prepared this Registration Statement
in  accordance  with  the  requirements  of Form S-8 under the Securities Act of
1933,  as  amended (the "1933 Act"), to register certain shares of common stock,
$.001 par  value  per  share,  to be issued  to  certain  selling  shareholders.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

GONT  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  GONT does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

<PAGE>

                                REOFFER  PROSPECTUS

                         GO  ONLINE  NETWORKS  CORPORATION
                      5681  BEACH  BOULEVARD,  SUITE  101/100
                           BUENA  PARK,  CALIFORNIA  90621
                                    (714)  736-9888

                         2,567,000  SHARES  OF  COMMON  STOCK


The  shares  of  common stock, $0.001 par value per share, of Go Online Networks
Corporation  ("Go Online"or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares  pursuant to Consulting Agreements for consulting services
rendered to the  Company and in replacement for salary otherwise issuable to the
Selling Shareholders.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in  negotiated transactions.  Go Online will not
receive  proceeds  from any of the sale the Shares.  Go Online is paying for the
expenses  incurred  in  registering  the Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Go  Online's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "GONT."

                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  21.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                              ________________________

                                  March 7, 2001

                                        1
<PAGE>

                                           TABLE OF CONTENTS


Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    21
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    24
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    25
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   26
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    27
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
                               ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Go  Online  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Go  Online to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.


                                        2
<PAGE>

Go Online's Reports on Form 8-K, dated January 10, March 27, 2000, May 25, 2000,
September 20, 2000 and November 6, 2000 are incorporated herein by reference. Go
Online's Form 10-KSB filed on March 29, 2000, Form 10-QSB filed on May 15, 2000,
Form 10-QSB filed on August 17, 2000 and Form 10-QSB filed on November 14, 2000,
are  incorporated  herein  by  reference.   In  addition, all documents filed or
subsequently  filed by the Company under Sections 13(a), 13(c), 14  and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Officer at Go Online's executive offices, located at  5681
Beach Blvd., Suite 100/101, Buena Park, California 90621.  Go Online's telephone
number  is  (714)  736-9888.   The  Company's  corporate  Web  site  address  is
http://www.jnne.com.

                                        3
<PAGE>
                                 THE COMPANY

                             BUSINESS OF GO ONLINE

SUMMARY

     Go  Online  Networks  Corporation  operates  in  the  high  technology  and
E-commerce  business  utilizing a three-tiered revenue model.  In initiating our
strategy,  we  acquired  and  currently  operate  three distinct divisions, each
described  below:

     Internet  Kiosk  Division

     We  are  pursuing  a strategy in the installation of internet kiosks in the
hotel  market.  Our  internet  kiosks,  designed  in  three  primary models, are
installed  in the hotel lobby or an alternative  centralized public access room.
Our  kiosk  division  has  developed  several suppliers capable of manufacturing
small,  integrated  kiosks  that can provide pay-as-you-use stand-alone internet
access.  At  no  cost  to  the  hotel owner and sharing revenues with us and the
owner,  our internet kiosks have been and will continue to be marketed to mostly
hotels  by  sales  agents employed by our kiosk division.  Presently, 415 hotels
have signed contracts and 254 kiosks have been installed in 237  locations in 40
states  and  one  Canadian  province as of September 30, 2000.  We have 18 units
presently  in  transit as of September 30, 2000.  Go Online anticipates that the
remaining  contracts  will  be  completed  and  installed  over  the next six to
eighteen  months  depending  on  availability  of  kiosks  and  financing.

     ShopGoOnline.com

     Utilizing online video and audio technology to assist with customer review,
our  ShopGoOnline.com internet website offers a variety of products and services
via the world wide web.  ShopGoOnline.com sells products such as jewelry, coins,
collectibles,  electronics,  computers,  skin  care  and  beauty  products,  and
personal  fitness  products.

     Digital  West  Marking,  Inc.

                                        4
<PAGE>

     Digital  West  is  a computer service firm based in Chatsworth, California,
north  of Los  Angeles.  Revenues for 1999 were approximately $6.8 million.  The
company  operates  out  of  a 24,000 square foot facility currently employing in
excess  of  45  people.  The core of Digital West's business is to contract with
major  retail entities and computer hardware manufacturers to refurbish computer
products  returned  to  retail  establishments  by  customers.  The products are
re-engineered or refurbished to factory specifications by Digital West's factory
trained  A+ certified technicians.  The computer products including hard drives,
CD  ROMs,  monitors,  printers,  circuit boards, CD writers, DAT drives are then
resold  into  the  secondary  market  and  service  channels.  Digital West is a
state-of-the-art, multi-vendor  multi-product facility that provides value-added
services,  logistics  services,  depot  repair, and spare parts distribution for
virtually  all  major  PC  brands  and  system components including peripherals.
Digital  West deals with many  manufacturers  to ensure an ability to handle any
and  all  customer's  requests  for programs such as repair, part sales, advance
exchanges,  cross-ships,  emergency  parts  and other asset management programs.
Digital  West's  web  site  is  www.DigitalWest.com.

     THE  HOTEL  INTERNET  KIOSK

     We  believe  the  demand  for internet access by travelers will continue to
grow  as more of the United States and world population continues to go on line.
Travelers, whether business or  personal, are a substantial potential market for
utilization  of our hotel kiosks.  Business strategies to service the traveler's
needs  range  from  internet services located in airports and hotels, to remote,
hand  held  or  car  based  devices.  User  demand,  capital  requirements,  and
operating  costs  of alternative technologies, along with the business models to
service  these  travelers  are all evolving, and have mostly resulted to date in
substantial  operating  losses.

     Within  the hotel industry, the primary attention paid to travelers to date
by  other  companies  attempting to service this market has been in the upscale,
high  priced and luxury hotels segments.  These affluent travelers are viewed as
the  most  likely  to  pay  for  the cost of technological solutions to internet
access  and  entertainment  demand.  The  twin demand drivers, entertainment and
internet,  are  expected to pay for these sophisticated technological solutions.
We  have  thus  far  not  targeted  this  upscale  market.

     On  the other hand, little attention has been directed to mid-priced hotels
which  is  our  initial  focus, aside from possible provision of a modem jack on
phones.  Cable  or  a satellite service is considered for entertainment.  Owners
of  franchises are resisting orders from chain corporations to spend significant
sums,  such  as  electronic  upgrades  of  room  locks  and  other  amenities.

     THE  MID-PRICED  HOTEL  MARKET

     According to Lodging News (www.lodgingnews.com), market segmentation of the
                                ---------------------
hotel  industry  began in 1981, with the mid-priced and economy segments rapidly
developing.  This design and operational model was coupled with franchising, and
eventually consolidations, to build large numbers of hotel properties and rooms.
Brand identification programs for these chains, e.g., Days Inn and Motel 6, were
launched to promote occupancy and brand loyalty.  Leveraged buyout firms such as
KKR  acquired  major  brand names, such as Motel  6.  Economically priced hotels
with  minimal  amenities  and  standardized design have now become  commonplace.

     Today, to name just a few, corporations such as Choice Hotels International
have  franchised  over  3,600  mid-priced and budget hotels in the United States
operating  under name chain brands such as Sleep, Comfort, Quality, Roadway, and
EconoLodge.  Choice Hotels has developed mid-priced longer stay hotels under the
brand  name  Main  Stay  Suite.  Cendant  Corp developed the Days Inn franchise,
which  includes  1,755  hotels  in  the  United States.  Other chains, including
Holiday  Inn,  Ramada,  and  Howard Johnson are expanding rapidly.  Our business
model  is  intended  to  address  the build up of mid-priced hotels by providing
efficient  and cost-effective internet access for the guests in these mid strata
hotels.

                                        5
<PAGE>

     This  segment  of  hotels  generates  substantial  numbers of travelers and
potential  internet  users.  For  example,  a  150-bed  hotel  at  70% occupancy
generates  38,325  occupied  rooms per year.  If one-third of the occupied rooms
are double occupied on average, 51,000 potential internet users per year stay in
the  hotel.  In  a 500-room hotel with 70% occupancy, and with half of the rooms
averaging two people, the number of annual potential users rises to 192,000.  In
good  locations,  occupancy rates as well as double occupancy, run significantly
higher.  Location  too  will  also  affect the mix of business travelers, a more
intense  internet  user.  Younger  family  members  entertain  themselves by Web
surfing.  Our  internet kiosk business model addresses this pool of travelers at
middle  and  lower  priced  hotels  for  both  the  hotel  and  Go  Online.

OUR  PRODUCTS  AND  SERVICES

     SHOPGOONLINE.COM

     Mr.  Scott  Claverie,  the  current  President, formed the ShopGoOnline.com
division  as  a small venture to develop internet e-commerce solutions.  Through
our AMS Acquisition Corp. subsidiary, we provided seed financing in exchange for
a  75%  interest  in  the  ShopGoOnline.com  website.  This  initial  financing
contained  an  option  for  Mr.  Claverie to reacquire majority ownership.  This
option  was  extinguished  for  1,250,000 shares of our common stock and certain
cash  consideration.  We  own  75%  of  the equity, and are committed to provide
overall  division  financing  and  direction.  ShopGoOnline.com  is a dba of AMS
Acquisition  Corp.

     ShopGoOnline.com  offers  a  variety of products and services via the world
wide  web.  ShopGoOnline.com  presently  sells  products  in  the  following
categories:  apparel,  DVD  movies, electronics, food and spirits, gifts, health
and beauty, home and garden, home improvement, jewelry, music and video, outdoor
living, sports and fitness, toys and hobbies and flowers.  ShopGoOnline has many
different contracts with vendors for these products, including among many others
Ingram  Micro,  Tech Data, Pacific Sports, Costco and Magic Strands.  Our vendor
contracts  typically provide for the vendor to deliver the product directly from
its  warehouse, with Go Online responsible for payment processing and forwarding
to  the  vendor.  Pricing for products is determined periodically in discussions
with  the  vendors.

     Now  fully implemented, our ShopGoOnline.com web site will be a place where
a  customer  can find favorite products as well as some of those seen advertised
on  TV.  Our  customers can shop from hundreds of products and add them to their
electronic  shopping  cart.  At the checkout counter, the customer purchases all
the  products  selected  from  one easy location.  Our ShopGoOnline.com division
then processes the orders and has the products delivered right to the customers'
door.

     Our  ShopGoOnline.com  division  derives  revenue  from  various  sources:

1.     Direct  Sales - from selling product and services that are offered on the
web  site.
2.     Indirect  sales  -  by referring our customers to "link share" numbers to
purchase  products  advertised  on  our  web  site.

                                        6
<PAGE>

     Our  ShopGoOnline.com  web  site  opened for business on July 6, 1999.  Our
site  is now open 24 hours a day, 365 days a year.  We are in the initial growth
phase  of  our  sales and advertising.  For the period from inception of our web
site  until December 31, 1999, we have had total gross sales of $21,456 on total
expenses  associated with  ShopGoOnline of $212,856 and a loss of $182,612.  For
the  fiscal  year  ended December 31, 2000, we had sales of $136,459 through the
website.  Additional  income  of  $22,219  was  generated  by ShopGoOnline for a
business  to  business  web site development project for an outside third party,
"Vera's  Retreat",  which has subsequently been highlighted on our home page and
can  be  found  under  "visit  our shops" Business found under "visit our shops"
require  additional  development,  programming  and  design  and  are  charged
accordingly.   Our  products  are  shipped  by  our  vendors via a method of the
vendor's choice, although to date most of our vendors have selected UPS as their
primary shipper.

     Currently, our ShopGoOnline.com web, file, print and fax servers operate on
industry  standard hardware which include Intel processors, Seagate and IBM hard
drives  and  Linux software, that can be easily replaced if problems arise.  Our
online video and audio technology is provided through our relationship with Real
Networks,  Inc.,  and their RealAudioJ and RealVideoJ products which have become
widely  utilized  and  accepted  on  the internet.  Our use of their products is
producing  videos  that  are  compatible  with  the  users  home/work  internet
connection  and  software.

     Our  internal  and  external web server software is balanced and maintained
using  a  server-load based rotation scheme.  If a server becomes busy, the next
available  server  will  receive  and process the request.  As the requests grow
beyond the capacity of the equipment, new machines will be added to the rotation
scheme in short order.  This scheme allows for growth and failure redundancy. To
our  knowledge,  there  are  no known material limitation or upgrades necessary.

     We  supply  the  products sold on ShopGoOnline.com directly from agreements
with  vendors  who  sell  on our site.  These vendors include Ingram Micro, Good
Music, Flower Club, Ingram Entertainment, and Carefree Traders.  We generally do
not  warehouse  any  inventory  ourselves for resale.  We make arrangements with
each individual vendor to package, ship and notify us of sale  and delivery.  We
obtain  payment  from  our  customers  and  pay  the vendors directly for  these
products.

     On  September  15,  1999  we entered into an agreement with Panoscan, Inc.,
through  which  Panoscan  will  work  with  ShopGoOnline  to develop new ways to
present  and  promote  products  using  digital  imaging and presentation on our
website.  Specifically,  Panoscan agreed to  use its sophisticated camera system
to  capture  images for use on the Vera's Retreat area of the ShopGoOnline site.
These  images  are effectively panoramic rotating views with the ability to view
each  item by selecting it with your mouse.  The system utilizes streaming video
and  audio.  We  agreed to credit Panoscan in our promotions and press releases.
Panoscan  has completed their work on the specific site section and  it has been
implemented  on  our  web  site.

                                        7
<PAGE>

     INTERNET  KIOSK  DIVISION

     Our  internet  kiosk,  designed  in three primary models, is designed to be
installed  in  a  hotel  lobby or an alternative centralized public access area.
Our  primary  strategy  is  to  place  these internet access kiosks in mid-price
hotels  in  the  lobby  or  another  high  access  area.

     We  have  contractual  arrangements  with  Infotouch  Technologies, Inc., a
supplier  who  manufactures small, integrated kiosks that can provide pay as you
use  stand  alone  internet  access.  On  June 22, 1999 we agreed to purchase 50
surfnet  internet  terminals  from  Infotouch  during  the subsequent 45 days at
between  $3,195.00  and $3,395.00 each, depending on the specific model  chosen.

     At no cost to the owner and in a revenue sharing model, our internet kiosks
have  been and will continue to be marketed to mostly mid-priced hotels by sales
agent  organizations  employed  by  our  Kiosk  Division.

     Available kiosks range from 23 inches wide to 30 inches wide, and 20 inches
high  for the table top versions to 68.5 inches high for some of the stand alone
versions.  The  hotel  chooses from our agreement the type of kiosk they desire,
the  manufacturer  and  the kiosk finish color.  Each kiosk includes a mechanism
for  accepting currency and a traditional internet browser familiar to customers
for  browsing  the  internet  and  obtaining  email.

     The  hotel  is  required  to  provide free space, approximately 9-12 square
feet,  under  a  four-year,  renewable  internet  exclusive contract.  The hotel
receives  in  exchange a 10% share of kiosk revenues with a $45 monthly minimum.
The  contract  is  renewable  by the hotel for an additional four years or eight
years  in total.  We agree to maintain the kiosk from our share of the revenues.
Presently,  the  total  direct  installed  cost  of  each  internet  kiosk  is
approximately  $3,300,  which  has  been  brought  down from our initial cost of
$5,100.

     After  entering  into  a contract with the hotel owner, we order the kiosks
from  the  manufacturer, order a telephone line approximately two weeks prior to
installation,  order the internet service provider for the location  and confirm
that  appropriate  telephone  line  and  RJ11  jacks are installed and telephone
service  is active.  When the kiosk is shipped from the manufacturer and arrives
at the site, we dispatch an installation crew to install the kiosk and train the
location  owner  and  employees  on the use of the system.  We later contact the
location  owner  to  confirm  the  unit  has  been  installed and respond to all
questions  or  concerns  that  he  or  she  may  have.

     The  kiosk  division  business  plan  has  several  multi-level, integrated
strategies  to  maximize our revenues and business value from the kiosks.  These
revenue  and  valuation  sources  are  as  follows:

                                        8
<PAGE>

     Revenues  and  earnings  streams  generated  by  the existing and potential
kiosks.
     Advertising revenues to be sold as spots and banners on the hotels' kiosks.
This  revenue  is  based  on  "eyeballs"  generated.
     A  value  derived from the exclusive 4-year internet service contract for a
hotel,  with  potential  for 8 year exclusive contracts.  The aggregate value of
these  contracts  should  grow  geometrically  as hotels are added, representing
future  revenue  streams  and the exclusive right to provide that hotel's guests
with  internet  services.  Operating  experience  will  refine  the  value.

     Although  we  cannot  be  sure  that we will be successful in marketing our
internet  kiosks,  we  have presently 417 hotels which have signed contracts and
254  have  been  installed  in  237  locations  as  of  September 30, 2000 in 40
different  states  and  one  Canadian  province.  Go Online anticipates that the
remaining  contracts  will  be  completed  and  installed  over  the next six to
eighteen months depending on availability of kiosks and financing.  Our existing
customers  include  franchises  of  Ramada  Inns, Holiday Inns, Howard Johnsons,
Econolodge, Radisson Inn and  Country Suites.  No one customer or chain accounts
for  a  substantial  portion of our business to  date.   A majority of our kiosk
sites  are  in metropolitan areas such as: Atlanta, GA; Houston, TX; Dallas, TX;
San  Antonio,  TX;  Orlando, FL; Phoenix, AZ; Nashville, TN; Charlotte, NC; etc.

     DIGITAL  WEST

     Nature  of  Business

     Digital West is a provider of  repair and logistic services to the personal
computer  hardware  industry.  Logistic  services  include  sourcing  and
distributing  spare  parts,  inventory  management,  warranty claims processing,
parts  repair  and related functions, including notebook repair.  The foundation
of  Digital  West's  logistic  services  is  its  ability  to  provide accurate,
efficient  and  rapid  delivery  of  repair  parts  and  repaired  units  to its
customers.  Service  providers  purchase  replacement  parts for the service and
repair  of  PCs and peripherals.  These parts may be purchased directly from the
original  equipment  manufacturer  or  from  any  of the hundreds of independent
distributors,  including  Digital  West.  Digital  West's  inventory  of  parts
include  logic boards, controllers, disk drives, monitors, memory boards, cables
and  related  hardware.  Digital  West  has established vendor relationships for
repair  parts  with  leading  OEMs,  including  Compaq,  Dell, NEC/Packard Bell,
Hewlett  Packard  and  Sony  Electronics.  To  complement  its  distribution
operations, Digital West seeks to supply additional value-added services to OEMs
and  service  providers  to  allow  OEMs  and  service  providers to outsource a
substantial  portion  of  their  logistic  services.


                                        9
<PAGE>

     Digital  West's business has primarily been focused on the repair and sales
of  purchased  product,  with  113,820 items repaired and $5,969,362 in revenues
from  those  repairs  during  the fiscal year ended December 31, 1999 and 27,049
items  repaired  and $2,755,216 in revenues from those repairs during the fiscal
year  ended  Decembe  31, 2000.  Repair of customer parts and products in fiscal
1999 was 5373 units with $200,844 in revenues and in fiscal 2000 was 3,251 units
with $125,481 in revenues.  Finally, Digital West's warrant services resulted in
1,625  sales  in  fiscal 1999 with $23,491 in sales and 511 sales in fiscal 2000
with  $1,074  in  revenues.  This disparity in income resulted in Digital West's
substantial  focus  on  the repair and refurbishment of equipment and parts from
major  OEM  vendors.

     Digital West believes an important factor in an OEM's decision to outsource
logistic  services functions is the extent to which such an arrangement relieves
the  OEM of functions outside of the OEM's core competencies.  These service and
warranty  logistics  areas  often  include  repair  activities.  To support this
function  and  encourage OEMs to consider outsourcing functions to Digital West,
Digital  West  maintains  its  own  repair  operations.  The  principal business
objectives  of  repair  services  are to provide centralized rapid turnaround of
computer  repair  and  subsystem  repair  capabilities  to  OEMs.  Digital  West
believes  its  repair  capabilities are an important aspect of the full range of
value-added  services  it  offers.

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

     Operations

     Digital  West  conducts  its  repair  services  and  parts distribution and
processing  business principally from its 24,000 square foot distribution center
at  its facility located in Chatsworth, CA. Recognizing the immediate demands of
its  service  customers,  Digital  West  established an automated and integrated
order  processing  and  distribution system which allows Digital West to provide
efficient  and  accurate delivery of products on a next day basis.  Digital West
has  also  established  a  system for receiving, recording and warehousing daily
supply  shipments.  All  parts  maintained  in  Digital West's inventory are bar
coded  and  tracked  throughout  the  facility  through  Digital West's computer
network.  Parts  are received daily from OEMs and other suppliers, bar coded and
shelved  in  Digital  West's warehouse for quick access based on real-time daily
demand.

     In  addition,  many  PC and peripheral replacement parts are remanufactured
from  returned  goods in need of repair.  For example, a part may no longer work
because  one  of  its  many  components  is  defective.  When a service provider
purchases  a  replacement for a defective part, the defective part or "core" may
be  returned  for  credit.  The  core  may  then  be  repaired  and  resold as a
remanufactured  part.  Service  providers  often  prefer  remanufactured  parts
because  they  have  performance specifications equivalent to newly manufactured
parts  at  a  lower  cost.  This  aspect  of the PC parts business requires that
Digital  West  distribute  new or remanufactured parts to its customers, collect
defective  but  repairable  parts  and  remanufacture those parts which are then
offered  for  resale.  Therefore,  unlike many distribution businesses, products
flow to and from Digital  West and its customers, and to and from its suppliers.
In  addition  to  new  parts  being  received  and shelved daily, cores are also
received  daily  from  customers,  sorted  and  distributed  to repair services.
Following  the  remanufacturing  of  a  core,  it  is  bar coded and replaced in
inventory.

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

                                       10
<PAGE>

     Services

     Digital  West  offers  a  wide  range  of  value-added logistic services to
service  providers  and  OEMs.  These services capabilities, in combination with
Digital  West's  core distribution expertise,  effectively allow Digital West to
handle  many  of  the  hardware  related  post-sales  support  functions for its
customers.

     Digital  West  has  entered into service provider alliances with several of
its  customers.  Generally,  these  types  of  arrangements may be terminated by
either  party  at  any  time,  but  Digital  West  enters  into service provider
alliances  with  the  expectation that these arrangements will lead to long-term
relationships  or  contracts  with  those  parties.

     Digital  West seeks arrangements with OEMs of PCs and peripherals to handle
a  defined  portion  of  the  related parts distribution and warranty processing
functions.  Under  the  terms  of  such  an OEM outsourcing arrangement, the OEM
directs some or all of its customers and dealers to Digital West for some or all
of  the  OEM's  warranty and non-warranty parts business.  Digital West believes
these  arrangements  benefit OEMs by reducing infrastructure needs, reducing the
amount of capital committed by the OEM to the non-core segments of its business,
and  improving  customer service and responsiveness.  Digital West believes that
as  a  specialist  in managing the key business  functions associated with parts
distribution,  which  includes  its expertise in two-way distribution logistics,
Digital  West  is  able  to provide parts and related logistic services at lower
costs and greater reliability than the manufacturers themselves can provide such
services.

     Digital  West believes that its repair capabilities are an important aspect
of  the  full  range  of  value-added services it offers to OEMs in an effort to
outsource  larger  functions  of  the  OEM's  service  and  warranty  logistics
functions.  The  offerings  of repair services include rapid turnaround notebook
repair,  subsystem  repair  and component refurbishment.  Regarding the notebook
repair  operations, Digital West is capable of receiving, repairing and shipping
the  repaired  notebook  back  to  the  customer within 24 hours of its receipt.
Subsystem  repair  is  provided  at the component-level for LCD panels, computer
boards  and  power  supplies.  Repair  services has entered into notebook repair
arrangements  with  Dell.  These  arrangements  may  generally  be terminated by
either  party  at  any  time,  but  Digital  West  enters  into  them  with  the
expectation  that  these arrangements will lead  to long-term relationships with
those  parties.

     Digital West also recently began to remanufacture parts that are tested and
reworked by Digital West prior to sale.  Many of Digital West's customers prefer
a  remanufactured part over a new part because the remanufactured part often has
the  performance  specifications equivalent to a new part, but costs less.  This
process  was  developed  to  fill  the  recognized  market  demand for reliable,
competitively  priced  parts.

     Management  Information  Systems

                                       11
<PAGE>
     Digital  West  maintains  sophisticated  information  systems  to  improve
efficiency, process orders, monitor operations,  manage  inventory  risks, offer
faster and higher levels of service, and provide innovative logistic services to
OEMs  and  service  providers.  These  on-line  systems  provide management with
information  concerning  sales,  inventory  levels,  customer payments and other
operations  which  are  essential for Digital West to operate efficiently and to
enable  it to offer  additional services.  Digital West has invested in advanced
telecommunications,  electronic  mail  and  messaging, automated fax technology,
bar-coding  and  automated  inventory  management.

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

     Customers  and  Suppliers

     Digital  West sells parts to customers throughout the United States, Canada
and  Latin  America,  as  well  as  in  other  countries.

     Digital West depends on numerous suppliers to provide Digital West with the
parts  it  sells.  There  are generally no long-term supply agreements governing
Digital  West's  relationships with its major suppliers.  Digital West's primary
supply  arrangements are thus subject to termination or curtailment at any time,
with  little  or no advance notice.  Although management expects no such loss to
occur,  the  refusal  or  inability of any major manufacturer to ship to Digital
West, or an increase in prices charged to Digital West as compared to the prices
charged  by  such  manufacturers  to  service  providers,  could have a material
adverse  effect  on  Digital  West.


COMPETITION

     The  electronic  commerce  market,  particularly  over  the  internet,  is
relatively  new,  rapidly evolving and competitive, and we expect competition to
intensify in the future.  We will compete with many other companies which either
offer  the  same  types  of merchandise or provide the same or a similar type of
sales  format  to  customers.

     ShopGoOnline.

     Current  competitors  for  our ShopGoOnline division include companies with
online  commerce sites such as Onsale, Inc., Intermallamerica.com, iVillage.com,
Egghead,  Amazon.com,  Inc.,  AOL.com,  Beyond.com  Corporation,  Buy.com  Inc.,
Cyberian  Outpost,  Inc., Dell Computer Corporation and numerous other companies
marketing  goods  over the internet.  Most of these companies have substantially
greater  resources  than we do and consequently have the ability to market their
products  more  effectively.  This  is  not  an  exhaustive  list  of  current
competitors.

                                       12
<PAGE>

     We  intend  to  compete  with  these  companies  by  utilizing  the  key
differentiation  of  our  streaming  audio  and  video, as well as link to other
sites  and undertake traditional advertising.  In  addition, it is not difficult
to enter the online commerce  market, and current and new competitors can launch
new  online  commerce  web  sites  at  relatively  low  cost.

     Internet  Kiosks.

     Our  internet  kiosk  division  competes  on  a  national  scale with other
internet  kiosk  competitors and other competitors for services to hotel guests.
There  are  numerous  other potential competitors  that could use their existing
infrastructure  to  provide internet services to the lodging industry, including
franchised  cable  operators,  wireless  cable  operators,  telecommunications
companies,  major  technology  companies  and  DBS  providers.

     Our  internet  kiosk  division  also  indirectly  competes  with  "in-room"
internet  suppliers  such  as  Lodgenet and On Command, as well as other in-room
internet  access  providers.  We  are not seeking to compete in this market, but
rather have focused our initial marketing efforts on mid-priced hotels which are
not  likely to commit the resources required to make in-room access available in
the  near  future.  We  also believe that the hotel lobby resource is easier for
quick  access  to  email  and  other  quick  look  ups  similar to pay telephone
resources.

     Digital  West

     Digital West is a provider of repair and logistic services to the PC repair
and  maintenance  industry.  These  logistic  services  include distribution and
sourcing  of  spare  parts,  inventory  management,  warranty  claims,  parts
remanufacturing  and  related  functions.

     The  market  for  Digital  West's  products  is  large  but  fragmented.
Competition  in  the  industry  is  widespread  and comes from other independent
distributors  that  are  not  affiliated  with  an OEM, as well as from the OEMs
themselves.  When OEMs act as distributors, they typically distribute only their
own  products.  Independent  distributors  typically  distribute  a  variety  of
manufacturers' parts.  Among Digital West's major independent competitors is The
Cerplex  Group,  PC  Service  Source.,  Genicom  Corp. and Service  Electronics.
Certain  of  these  competitors,  such  as  the  OEMs,  are  large  and  have
substantially  greater  financial  and  other  resources  than  Digital  West.

     Digital  West  believes  that  its growth is attributable to its ability to
consistently  process  customer  orders  and supply needed parts on demand, with
rapid  delivery,  and  at  competitive  prices.  Management  believes that these
competitive  factors  will  continue  to  govern  customer  decisions  in  the
foreseeable  future.


                                       13
<PAGE>

GOVERNMENT  REGULATION

     Our  internet  and  e-commerce  businesses may become subject to increasing
government  regulation  as various government regulators continue their focus on
improving  internet  commerce.  Several  states,  including  California  and
Washington,  have  laws  regulating  the  disclosure  of  pricing information by
wholesalers  and  comparable  businesses.  In  the  future,  governments  of
California,  Washington and other states could  require additional disclosure in
order  to  comply  with  other  regulations.  Some  states  may  interpret their
statutes  to  apply  to  our transactions with consumers in such states, even if
those  transactions  originate  over  the  internet.  Similarly,  states  may
construe  their existing laws governing issues such as property ownership, sales
tax,  libel  and  personal  privacy  to  apply  to  internet companies servicing
consumers  within  their  boundaries.  Resolution  of whether  or how these laws
will  be  applied  is  uncertain  and  may  take  years  to  resolve.

SALES  AND  MARKETING

     Web  Promotion  &  Advertising

     As  with any internet company, we market our web sites and drive traffic to
them.  We plan  to market and brand our Go Online web sites through conventional
banner  ads  and  reciprocal  links  placed  throughout  highly  visible  online
locations  and  print  publications.

     It  is  a  standard  in the industry to team with web promoters in order to
market our sites  electronically.  Web promoters are actively involved in banner
placement  and  swapping,  search  engine  registration,  and  other  activities
associated with Web promotion.  Because of their existing  relationships and the
ability  to  "package"  deals,  these  firms  constitute  the  quickest,  most
cost-effective  way to promote a site.  Typically, these firms take a percentage
of  their  clients'  total ad revenue (usually 35-50%) as compensation for their
services.

     Specifically,  these  firms  provide:

     Exclusive  sales  representation
     Support  by  a  sales  force  of  experienced  media  professionals
     Increased  focus  on  long-term  sponsorship  programs
     Total  inventory  and  ad  management
     Additional  revenue  streams  from local and international ad sales efforts

     Our  management  intends  to pursue expanded traditional and nontraditional
marketing.  The  media  campaign,  which  we  generally  launched with the grand
opening  of ShopGoOnline.com, was expanded with nationwide newspaper display ads
which  reached  a  substantial  number  of  readers  in the eight major internet
markets.  We  placed  display  ads  in the Boston Globe, San Francisco Examiner,
Chicago  Times,  New  York  Times,  Miami  Herald,  San Diego Union Tribune, Los
Angeles  Times  and  Dallas  Morning  News.

                                       14
<PAGE>

     Internet  Kiosk  Marketing

     While we cannot be sure we will succeed with our goal, we intend to seek to
have the 2,000 internet kiosks installed and operating in hotels at the end of a
two-year  period.  To  accelerate penetration of the hotel market and the use of
the  installed  kiosks,  in September 1999 we initiated a major 45-day marketing
campaign  for  our  kiosk  division.  The sales and marketing campaign includes:

     Advertising  in  trade  magazines  and attending trade shows to enhance our
kiosk  program's  visibility  with  hotel  operators.  An  example  is  the
Asian-American  Hotel  Association,  which  represents  approximately 60% of the
franchised  mid  and  economy  priced  hotel  owners.

     Providing  the  hotel upon kiosk installation with a full marketing program
to  increase guest usage.  This includes signage, which will be intended to draw
guests to the kiosk, and obtaining email while traveling.  Guest access to their
email  requires  only  knowing  the  short  address of the mail servers of their
internet service providers (ISP) and password they currently use to access their
mail.  This  information  is the same that is inputted into their home or office
email  program  and  is readily available to the traveler before he/she departs.

     Hire  sales agents to represent our kiosk division to acquire agreements to
place  internet  kiosks  in  hotels  within  the  United  States.

     Through  September  30,  2000,  we have installed a total of 254 kiosks and
have  agreements  signed  with  415  sites.

     Digital  West  Marketing

     Digital  West views logistic services as a value-added service business. As
such,  sustaining  the  growth  of  Digital  West is dependent upon building and
maintaining relationships and loyalties  with service providers as well as OEMs.
Digital  West  maintains  a  service  provider sales force. Account managers are
assigned to maintain relationships with Digital West's largest national accounts
and are assigned other accounts based on the customers' market segment.  Digital
West  also  has  a  separate sales force  focusing on OEM repair and outsourcing
arrangements.  Digital West's sales representatives visit major OEMs and service
providers  and attend various trade shows. Digital West advertises its parts and
services in recognized trade magazines, participates in trade shows, distributes
news  releases,  and  makes  direct  mailings to potential customers.  Customers
rely upon  Digital West's advertisements, newsletters and frequent mailings as a
source  of  product information,  including  pricing.  In addition, Digital West
maintains  a  presence  on  the  world-wide  web.

     Digital  West  provides  comprehensive  training  to  its sales and account
representatives  regarding  technical  characteristics  of  productsand  Digital
West's  policies  and  procedures.



                                       15
<PAGE>

OUR  BACKGROUND

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

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

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

     Subsequent  to  the sale, we made our initial investment in AMS Acquisition
Corp.,  a previously unaffiliated corporate entity which was and continues to be
the  developer of ShopGoOnline.com, investing $25,000 for a 75% equity interest.
AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of that
corporation  received a repurchase option to acquire back 26% of the outstanding
shares from us.  We subsequently purchased this repurchase option.  We issued to
Scott  Claverie  937,500  shares  of  our  common  stock,  along  with  cash
consideration.

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

                                       16
<PAGE>

     We  acquired  a 75% interest in Auctionomics, Inc. from Nathan A. Wolfstein
IV  and  Harvey A. Turell, the two previously unaffiliated founders/shareholders
in  June  1999.  Auctionomics,  Inc.  was  formed  in  Nevada in June 1999.  The
consideration  was  500,000 shares of our common stock and a two-year warrant to
acquire  an  additional  500,000  shares  of  our  common  stock  at $0.50.  The
shareholders,  Messrs.  Turell and Wolfstein, are entitled to receive a bonus of
25%  of  Auctionomics.com  pre-tax  income,  so  long  as  they retain their 25%
ownership.  If  their  shareholdings  are  reduced,  the  bonus  is  reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

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

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

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

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

                                       17
<PAGE>

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  September  30, 2000, Go Online had 9 full-time employees and 8 part
time  employees,  including  employees  in  each  of  our  divisions.  Of  these
employees,  four  work  in  our administrative offices, five are employed by our
internet  kiosk  division,  and  nine  are  employed  by  our  ShopGoOnline.com
division.  None  of  our  employees  is  covered  by  any  collective bargaining
agreement.  We  believe  that  our  relations  with  our  employees  are  good.

     Also as of September 30, 2000, the Digital West subsidiary of Go Online had
24  full  time  and  22  part  time employees.  Of these employees, five work in
Digital West's administrative division, four in sales, two in purchasing, two in
customer  service,  18  in  technical  support,  10  in Digital West's warehouse
facility,  two  in  shipping  and  three  in  receiving.

FACILITIES

     Our  principal executive offices are located at 5681 Beach Boulevard, Suite
101/100,  Buena Park, California 90621.  Effective July 21, 1999 we entered into
a  lease  for  this  office  space.  The  term  of the lease is for 3 years with
monthly  base  rent payments in 1999 of $1,600.  The rent for the first year was
prepaid.  Future  base rent commitments during the years ended December 31 under
this  lease are summarized as follows: 2000 - $8,000; 2001 - $19,200; and 2002 -
$11,200.

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

LEGAL  PROCEEDINGS

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a lawsuit against AmeriNet and certain of its officers and directors.  On
September  2,  1998,  AmeriNet filed a cross-complaint against us.  Effective on
December  15,  1999,  we entered into a settlement with AmeriNet which  provided
for  AmeriNet  (which had subsequently been renamed Homespace, Inc.) to issue to
us  200,000  shares  of  Homespace common stock and pay us $100,000, with mutual
releases  of  claims  on  both  sides.

                                       18
<PAGE>

     On  December  3,  1998, related to a different litigation matter, a default
judgment was entered against us in the approximate amount of $55,000 for alleged
amounts  owed  by Real Estate Television Network for which the plaintiff alleges
was  also  owed  by  us.  On  July 14, 1999 the default judgement was set  aside
based  on  the  fact  that  we  were  never  properly  served with a summons and
complaint.  We  contend  that  we  are not liable for the amounts due since Real
Estate  Television  Network  was  a separate corporation and we never guaranteed
this  obligation.  Nevertheless,  in  April  2000,  we entered into a settlement
agreement  with  the  plaintiff and agreed to pay him the sum of $12,500 in cash
and  30,000  shares  of  our  Series  A  Preferred  Stock.

                                       19
<PAGE>

LEGAL  PROCEEDINGS

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a  lawsuit  against  AmeriNet  and  certain of its officers and directors
alleging  breaches  of  written  contracts,  fraud  and  violations  of  various
Corporate Code sections.  On September 2, 1998, AmeriNet filed a cross-complaint
against  us  alleging  fraud  and  misrepresentation,  breaches of contracts and
conspiracy.  In  the  cross-complaint AmeriNet sought damages in the approximate
amount  of $12,000,000, together with exemplary and punitive damages, attorney's
fees  and  cost of the suit. The actual losses identified by the cross-complaint
were  less  than  $500,000.  Effective  on  December 15, 1999, we entered into a
settlement  with  AmeriNet  which  provided for AmeriNet (which had subsequently
been  renamed Homespace, Inc.) to issue to us 200,000 shares of Homespace common
stock  and  pay  us  $100,000,  with  mutual  releases  of claims on both sides.

     On  December  3, 1998, related to a different litigation matter,  a default
judgment was entered against us in the approximate amount of $55,000 for alleged
amounts  owed  by Real Estate Television Network for which the plaintiff alleges
was  also  owed  by  us.  On  July 14, 1999 the default judgement was set  aside
based  on  the  fact  that  we  were  never  properly  served with a summons and
complaint.  We  contend  that  we  are not liable for the amounts due since Real
Estate  Television  Network  was  a separate corporation and we never guaranteed
this  obligation.  Nevertheless,  in  April  2000, we entered  into a settlement
agreement  with  the plaintiff and  agreed to pay him the sum of $12,500 in cash
and 30,000 shares of our Series A Preferred Stock.

                                       20
<PAGE>

                                  RISK  FACTORS

     Any  investment  in  our  common stock involves a high degree of risk.  You
should  consider  carefully  the  following information, together with the other
information  contained  in  this  prospectus/information  statement,  before you
decide  to  acquire  our common stock.  If any of  the following events actually
occurs,  our business, financial condition or results of operations would likely
suffer.  In  this  case, the market price of our common stock could decline, and
you  could  lose  all  or  part  of  your  investment  in  our  common  stock.

     NETSTRAT  AND  AMER  STOCKHOLDERS MAY BE ENTITLED TO APPRAISAL RIGHTS WHICH
MAY  IMPAIR OUR ECONOMIC ABILITY TO MOVE FORWARD WITH THE MERGERS AND OBTAIN THE
CASH ASSETS OF NETSTRAT AND AMER.  Stockholders of NetStrat and Amer who did not
consent  for  the  mergers  may,  under  certain circumstances and by  following
procedures prescribed by the Nevada General Corporation Law, exercise  appraisal
rights  and  receive  cash  for  their  shares of either NetStrat or Amer common
stock.  A  dissentingstockholder of NetStrat or Amer must follow the appropriate
procedures  under Nevada law or suffer the termination or waiver of such rights.
We  do not have sufficient cash resources to pay substantial amounts of cash for
appraisal  rights.  We  have no obligation to consummate the merger if more than
five  percent  of the outstanding shares of either NetStrat or Amer common stock
request  or  continue  to  have  the  right  to  exercise  appraisal  rights.

     OUR  BUSINESSES  HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME AND THEREFORE
INVESTORS  CANNOT  ASSESS  ANY  HISTORICAL SUCCESS OR FAILURES WHEN INVESTING IN
THOSE  BUSINESSES.  Our executive officers commenced our major lines of business
--  the  Shop  Go Online E-commerce site, our Go Online kiosk businesses and our
Digital West business -- relatively recently.  Accordingly, you can evaluate our
business,  and therefore our future prospects, based only on a limited operating
history.

     BECAUSE WE HAVE NEVER BEEN PROFITABLE AND WE DO NOT KNOW WHEN, IF EVER, OUR
BUSINESS  MAY  BECOME  PROFITABLE,  WE MAY NOT HAVE PERCEIVED VALUE TO THE STOCK
MARKETS.  We have incurred losses in our business operation since our inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain profitability would almost certainly negatively affect the market price
of  our  common  stock.

     OUR  AUDITORS  HAVE  STATED  THAT  THEY  HAVE  DOUBTS  ABOUT OUR ABILITY TO
CONTINUE  AS  A  GOING  CONCERN  WHICH MAKES OUR ABILITY TO SURVIVE EVEN FOR THE
SHORT-TERM  DEPENDENT  ON  FINANCINGS  AND  THE  SUCCESS  OF  OUR BUSINESS.  Our
auditors  in  their  report  included  in this Prospectus have  expressed  doubt
about  our  ability  to  continue  as  a  going company.  That risk is primarily
dependent  on  our  ability  to raise sufficient money to undertake our business
plan.  If  we  do not continue as a business, any stock you buy from us would be
worth  substantially  less.

     WE  MAY  BE  UNABLE TO MEET OUR CAPITAL REQUIREMENTS WHICH MAY SLOW DOWN OR
CURTAIL  OUR  BUSINESS  PLANS.  .  If our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
grow  our Digital West business prospects, promote our e-commerce website, build
and  place  sufficient  kiosks  or  otherwise maintain our competitive position.
Since we intend to rapidly develop our Digital West business and since we desire
to place internet kiosks rapidly to get market share, it is certain that we will
require  additional  capital.  We  have

                                       21
<PAGE>

not  thoroughly  investigated whether this capital would be available, who would
provide  it,  and on what terms.  If we are unable to raise the capital required
to  fund  our  growth, on acceptable terms, we could not move forward with these
growth  opportunities  which  would  negatively  impact  on  our  market  value.

     ALL  THREE OF OUR DIVISIONS HAVE COMPETITION AND WE COULD CONSEQUENTLY LOSE
SUBSTANTIAL  REVENUE  AND CUSTOMERS TO OUR COMPETITORS.  The electronic commerce
market,  particularly  over  the  Internet,  is  rapidly  evolving and extremely
competitive,  with  very  few  barriers  to  entry.  We  expect  competition  to
intensify in the future.  We will compete with many other companies which either
offer  the  same  types  of merchandise or provide the same or a similar type of
sales format to customers.  These larger companies have sometimes driven smaller
companies  out  of  business.

     Current  competitors  for  our ShopGoOnline division include companies with
online  commerce  sites  such  as  Onsale,  Inc.,  Egghead,  Amazon.com,  Inc.,
Beyond.com  Corporation,  Buy.com Inc., Cyberian Outpost, Inc. and Dell Computer
Corporation.  This  is  not  an  exhaustive  list  of  current  competitors.  In
addition,  it  is not difficult to enter the online commerce market, and current
and  new  competitors can launch new online commerce web sites at relatively low
cost.

     Our  internet  kiosk  division  competes  on  a  national  scale with other
internet  kiosk  competitors and other competitors for services to hotel guests.
There  are  numerous  other  potential competitors that could use their existing
infrastructure  to  provide internet services to the lodging industry, including
franchised  cable  operators,  wireless  cable  operators,  telecommunications
companies,  major  technology  companies  and  DBS  providers.

     The  market  for  Digital  West's  products  is  large  but  fragmented.
Competition  in  the  industry  is  widespread  and comes from other independent
distributors  that  are  not  affiliated  with  an OEM, as well as from the OEMs
themselves.  When OEMs act as distributors, they typically distribute only their
own  products.  Independent  distributors  typically  distribute  a  variety  of
manufacturers' parts.  Among Digital West's major independent competitors is The
Cerplex  Group,  PC  Service  Source.,  Genicom  Corp.  and Service Electronics.
Certain of these competitors, such as the OEMs, are large and have substantially
greater  financial  and  other  resources  than  Digital  West.

     BECAUSE WE RELY ON THIRD PARTY MERCHANDISE VENDORS FOR SUPPLY, SHIPPING AND
QUALITY  OF  PRODUCTS  FOR OUR SHOPGOONLINE SITE, WE CANNOT CONTROL AVAILABILITY
AND  QUALITY  OF  OUR  PRODUCTS.  We  rely  on various vendors to supply us with
merchandise.  We  will  likely  not have any long-term contracts or arrangements
with  our vendors that guarantee the availability of merchandise.  We may not be
able  to  obtain sufficient quality and quantities of merchandise at competitive
prices.  Also,  the  quality  of service provided by such parties may fall below
the  standard  needed  to  enable  us  to  conduct  our  business  effectively.

                                       22
<PAGE>

     WE  RELY  ON  OTHER  THIRD  PARTIES IN CONDUCTING OUR E-COMMERCE OPERATIONS
WHICH  LOWERS OUR ABILITY TO CONTROL PERFORMANCE AND QUALITY.  In conducting our
operations,  we  may  depend  on  several  other  third  parties,  including the
following:

     Fulfillment.  Third  parties fulfill our sales.   Any service interruptions
experienced  by  these  distribution  centers  as  a result of labor problems or
otherwise  could  disrupt  or  prevent  fulfillment  of  customer  orders;

     Payment  processing.  We  rely  on  one  or  two  processors of credit card
transactions.  If  computer  systems  failures or other problems were to prevent
them  from  processing  our credit card transactions, we would experience delays
and  business  disruptions;  and

     Shipping.  We  use  one  or  two  primary  delivery  services  to  ship our
products.  Our business would suffer if labor problems or other causes prevented
these  or  any other major carriers from delivering our products for significant
time  periods.  We  may  not be able to maintain satisfactory relationships with
any  of  the  above  parties  on acceptable commercial terms, and the quality of
services  that  they provide may not remain at the levels needed to enable us to
conduct  our  business  effectively.

     DEPENDENCE  ON  THE  LODGING INDUSTRY AND CHANGES IN VIEWING HABITS FOR OUR
KIOSK  BUSINESS  COULD  HURT  OUR  PROFITABILITY.  Our kiosk business is closely
linked  to the performance of the lodging industry.  Declines in hotel occupancy
or changes in the mix of hotel guests as a result of general business, economic,
seasonal  and other factors can have a significant impact on our kiosk revenues.

     Reliance on kiosk providers may delay delivery of our kiosks.  We currently
rely  upon  suppliers who developed and who manufactures our internet kiosks and
we  outservice  other  kiosks  through specialty vendors to create our privately
developed  Go  Online kiosk.  The loss of these suppliers could slow our ability
to  deliver kiosks in accordance with our hotel contracts and consequently could
hurt our relationships with those hotels and our revenues would decrease.  While
we  believe  that we could find other suppliers who could manufacture our kiosks
or  manufacture  our  kiosks ourselves, we may incur increased costs and require
additional  time  to  deliver  those  kiosks.

                                       23
<PAGE>


                               USE  OF  PROCEEDS

Go Online will not receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


                                       24
<PAGE>
                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with Go Online for consulting
services. they  provided to Go Online.  The Selling Shareholders may resell all,
a  portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the Company  as of February 28, 2001.  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



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

                                                                                                      % of Shares
                        Number of                      Number of Shares                                Owned by
Selling               Shares Owned                      Registered by           Number of Shares       Shareholder
Shareholders            Before Sale                       Prospectus            Owned After Sale       After Sale
------------          -------------                    ----------------        -----------------      -------------
Kerry Head                     0                         2,000,000 (1)                0                    0.0%
Richard Walker                 0                           500,000 (2)                0                    0.0%
Gary Stein                     0                           192,000                    0                    0.0%
James Cannon           1,008,000 (3)                       125,000            1,008,000                    1.2%

</TABLE>

(1)   Includes  500,000  shares  immediately  issued, 500,000 shares issued upon
      exercise  of  warrants  at  $0.15  per  share,  500,000 shares issued upon
      exercise  of  warrants  at  $0.25 per share and 500,000 shares issued upon
      exercise of warrants at $0.35 per share.

(2)   Mr. Walker received these shares in connection with a consulting
      agreement.

(3)    Reflects  8,000  shares  which  Mr.  Cannon  owns as a director and up to
       1,000,000  shares  which  Mr.  Cannon could obtain upon the exercise of a
       warrant to purchase shares  of  common  stock  at  $.20  per  share.


                                       25
<PAGE>

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                       26
<PAGE>

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group,  Newport  Beach,  California.  M.  Richard
Cutler,  the  President  and  sole  shareholder  of Cutler Law Group, PC, is the
beneficial  owner  of  1,310,000  shares  of the Company's common stock


                                     EXPERTS

The  balance  sheet  as  of December 31, 1998 and the statements of operations,
shareholders' equity and cash flows for the period then ended  of  Go  Online
Networks Corporation,  have been incorporated by reference in this Registration
Statement in  reliance  on the report of Schumacher & Associates, independent
accountants, given  on  the  authority  of  that  firm as experts in accounting
and auditing.


The  balance  sheet  as  of December 31, 1999 and the statements of operations,
shareholders' equity and cash flows for the period then ended  of  Go  Online
Networks Corporation,  have been incorporated by reference in this Registration
Statement in  reliance  on the report of Miller & McCollom, certified public
accountants, given  on  the  authority  of  that  firm as experts in accounting
and auditing.


                                       27
<PAGE>

                                     PART  II

                  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's Form 10-QSB for the quarter ended September 30, 2000.

(ii)    Registrant's  Form  10-KSB for the fiscal year ended December 31, 1999.

(iii)   Registrant's  Form  10-KSB  (in the name of Westlake Capital Corp., the
Company's  successor)  for  the  fiscal  year  ended  December  31,  1998.

(iv)  Registrant's Current Report on Form 8-K filed with the Commission on
January 11, 2000.

(v)    Registrant's Current Report on Form 8-K filed with the Commission on
May 25, 2000.

(vi)    Registrant's Current Report on Form 8-K filed with the Commission on
September 20, 2000.

(vii)    Registrant's Current Report on Form 8-K/A filed with the Commission on
November 6, 2000.

(viii)    Registrant's Definitive Proxy Statement filed with the Commission on
October 16, 2000.

(ix)      All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Cutler  Law  Group, counsel to the Company.
M. Richard Cutler,  the  President and sole shareholder of Cutler Law Group, PC,
is  the  beneficial  owner of 1,310,000 shares of the Company's common stock.


ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Delaware and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

    The  Shares  were  issued  for consulting rendered and to be rendered. These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

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

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

                                      II-1
<PAGE>

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

*3.1     Articles  of Incorporation of Valencia Capital, Inc., filed October 20,
1987.

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

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

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

*3.5     Certificate  of  Designation  for  Jones  Naughton Entertainment, Inc.,
dated  June  8,  1994.

*3.6     Bylaws  of  Jones  Naughton  Entertainment,  Inc.,  as  amended.

*3.7     Certificate  of  Incorporation of Go Online Networks Corporation, dated
August  11,  1999.

*3.8     Certificate  of  Designation  for Go Online Networks Corporation, dated
August  13,  1999.

*3.9     Bylaws  of  Go  Online  Networks  Corporation.

*3.10    Articles  of  Incorporation  of  AMS Acquisition Corp., filed June 29,
1998.

*3.11    Bylaws  of  AMS  Acquisition  Corp.

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

5        Opinion of Cutler Law Group

10.1     Consulting  Agreement  with  Kerry Head dated February 9, 2001.

10.2     Business Consulting Agreement with Windsor Partners, Inc. dated
         February 2001.

23.1     Consent of Schumacher & Associates

23.2     Consent of Miller & McCollom

23.3     Consent of Cutler Law Group (included in Exhibit 5).

________________________
*  Previously filed.

ITEM  9.     UNDERTAKINGS.

     (a)     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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
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 the
offering.

(b)     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  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

(c)     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 Act
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, 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 and will be governed by the final
adjudication  of  such  issue.

                                      II-2
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Buena  Park, State of California,  on  March  7,
2001.



                                          GO  ONLINE  NETWORKS  CORPORATION



                                                  /s/  Joseph  M.  Naughton
                                              -----------------------------
                                              By:     Joseph  M.  Naughton
                                              Its:     Chief  Executive  Officer



     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.




   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton
March 7, 2001


   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie
March 7, 2001


   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon
March 7, 2001


   /s/   Michael  Abelson          Director
-------------------------
Michael  Abelson
March 7, 2001
                                      II-3
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 87143}]
{"company-data": {"conformed-name": "GO ONLINE NETWORKS CORP", "cik": "0001056617", "assigned-sic": "6770", "irs-number": "330873993", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56760", "film-number": "1564222"}, "business-address": {"street1": "5681 BEACH BLVD", "street2": "SUITE 101/100", "city": "BUENA PARK", "state": "CA", "zip": "90621", "phone": "3032217376"}, "mail-address": {"street1": "5681 BEACH BLVD", "street2": "SUITE 101/100", "city": "BUENA PARK", "state": "CA", "zip": "90621"}, "former-company": {"former-conformed-name": "WESTLAKE CAPITAL CORP", "date-changed": "19980225"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2001
                                              REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                         GO ONLINE NETWORKS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                                 33-0873993
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                         5681 Beach Blvd., Suite 100/101
                          Buena Park, California 90621
          (Address of Principal Executive Offices, Including Zip Code)

                             Consulting Agreements
                          Salary Reimbursement Agreement
                            (Full Title of the Plan)
                              ____________________

                               Joseph M. Naughton
                         5681 Beach Blvd., Suite 100/101
                          Buena Park, California 90621
                                 (714) 736-9888
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

                         CALCULATION OF REGISTRATION FEE

Title of    Amount to be   Proposed Maximum    Proposed Maximum     Amount of
Securities   Registered    Offering Price      Aggregate Offering   Registration
to be                      per Share                Price              Fee
Registered

Common
Stock,
par value
$0.001       1,067,000         $0.07 (1)             $ 74,690          $ 18.68
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.15 (2)             $ 75,000          $ 18.75
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.25 (2)             $125,000          $ 31.25
Common
Stock,
par value
$0.001, issued
upon exercise of
warrants       500,000         $0.35 (2)             $175,000          $ 43.75
           ----------------    ---------             ---------         --------
Total                                                                  $112.43

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 5, 2001.
EXPLANATORY  NOTE

Go Online Networks Corporation ("GONT") has prepared this Registration Statement
in  accordance  with  the  requirements  of Form S-8 under the Securities Act of
1933,  as  amended (the "1933 Act"), to register certain shares of common stock,
$.001 par  value  per  share,  to be issued  to  certain  selling  shareholders.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

GONT  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  GONT does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.
REOFFER  PROSPECTUS

                         GO  ONLINE  NETWORKS  CORPORATION
                      5681  BEACH  BOULEVARD,  SUITE  101/100
                           BUENA  PARK,  CALIFORNIA  90621
                                    (714)  736-9888

                         2,567,000  SHARES  OF  COMMON  STOCK

The  shares  of  common stock, $0.001 par value per share, of Go Online Networks
Corporation  ("Go Online"or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares  pursuant to Consulting Agreements for consulting services
rendered to the  Company and in replacement for salary otherwise issuable to the
Selling Shareholders.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in  negotiated transactions.  Go Online will not
receive  proceeds  from any of the sale the Shares.  Go Online is paying for the
expenses  incurred  in  registering  the Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

Go  Online's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "GONT."

                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  21.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                              ________________________

                                  March 7, 2001

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    21
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    24
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    25
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   26
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    27
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
                               ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Go  Online  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  Go  Online to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

                                        2
Go Online's Reports on Form 8-K, dated January 10, March 27, 2000, May 25, 2000,
September 20, 2000 and November 6, 2000 are incorporated herein by reference. Go
Online's Form 10-KSB filed on March 29, 2000, Form 10-QSB filed on May 15, 2000,
Form 10-QSB filed on August 17, 2000 and Form 10-QSB filed on November 14, 2000,
are  incorporated  herein  by  reference.   In  addition, all documents filed or
subsequently  filed by the Company under Sections 13(a), 13(c), 14  and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Officer at Go Online's executive offices, located at  5681
Beach Blvd., Suite 100/101, Buena Park, California 90621.  Go Online's telephone
number  is  (714)  736-9888.   The  Company's  corporate  Web  site  address  is
http://www.jnne.com.

                                        3
THE COMPANY

                             BUSINESS OF GO ONLINE

SUMMARY

     Go  Online  Networks  Corporation  operates  in  the  high  technology  and
E-commerce  business  utilizing a three-tiered revenue model.  In initiating our
strategy,  we  acquired  and  currently  operate  three distinct divisions, each
described  below:

     Internet  Kiosk  Division

     We  are  pursuing  a strategy in the installation of internet kiosks in the
hotel  market.  Our  internet  kiosks,  designed  in  three  primary models, are
installed  in the hotel lobby or an alternative  centralized public access room.
Our  kiosk  division  has  developed  several suppliers capable of manufacturing
small,  integrated  kiosks  that can provide pay-as-you-use stand-alone internet
access.  At  no  cost  to  the  hotel owner and sharing revenues with us and the
owner,  our internet kiosks have been and will continue to be marketed to mostly
hotels  by  sales  agents employed by our kiosk division.  Presently, 415 hotels
have signed contracts and 254 kiosks have been installed in 237  locations in 40
states  and  one  Canadian  province as of September 30, 2000.  We have 18 units
presently  in  transit as of September 30, 2000.  Go Online anticipates that the
remaining  contracts  will  be  completed  and  installed  over  the next six to
eighteen  months  depending  on  availability  of  kiosks  and  financing.

     ShopGoOnline.com

     Utilizing online video and audio technology to assist with customer review,
our  ShopGoOnline.com internet website offers a variety of products and services
via the world wide web.  ShopGoOnline.com sells products such as jewelry, coins,
collectibles,  electronics,  computers,  skin  care  and  beauty  products,  and
personal  fitness  products.

     Digital  West  Marking,  Inc.

                                        4
Digital  West  is  a computer service firm based in Chatsworth, California,
north  of Los  Angeles.  Revenues for 1999 were approximately $6.8 million.  The
company  operates  out  of  a 24,000 square foot facility currently employing in
excess  of  45  people.  The core of Digital West's business is to contract with
major  retail entities and computer hardware manufacturers to refurbish computer
products  returned  to  retail  establishments  by  customers.  The products are
re-engineered or refurbished to factory specifications by Digital West's factory
trained  A+ certified technicians.  The computer products including hard drives,
CD  ROMs,  monitors,  printers,  circuit boards, CD writers, DAT drives are then
resold  into  the  secondary  market  and  service  channels.  Digital West is a
state-of-the-art, multi-vendor  multi-product facility that provides value-added
services,  logistics  services,  depot  repair, and spare parts distribution for
virtually  all  major  PC  brands  and  system components including peripherals.
Digital  West deals with many  manufacturers  to ensure an ability to handle any
and  all  customer's  requests  for programs such as repair, part sales, advance
exchanges,  cross-ships,  emergency  parts  and other asset management programs.
Digital  West's  web  site  is  www.DigitalWest.com.

     THE  HOTEL  INTERNET  KIOSK

     We  believe  the  demand  for internet access by travelers will continue to
grow  as more of the United States and world population continues to go on line.
Travelers, whether business or  personal, are a substantial potential market for
utilization  of our hotel kiosks.  Business strategies to service the traveler's
needs  range  from  internet services located in airports and hotels, to remote,
hand  held  or  car  based  devices.  User  demand,  capital  requirements,  and
operating  costs  of alternative technologies, along with the business models to
service  these  travelers  are all evolving, and have mostly resulted to date in
substantial  operating  losses.

     Within  the hotel industry, the primary attention paid to travelers to date
by  other  companies  attempting to service this market has been in the upscale,
high  priced and luxury hotels segments.  These affluent travelers are viewed as
the  most  likely  to  pay  for  the cost of technological solutions to internet
access  and  entertainment  demand.  The  twin demand drivers, entertainment and
internet,  are  expected to pay for these sophisticated technological solutions.
We  have  thus  far  not  targeted  this  upscale  market.

     On  the other hand, little attention has been directed to mid-priced hotels
which  is  our  initial  focus, aside from possible provision of a modem jack on
phones.  Cable  or  a satellite service is considered for entertainment.  Owners
of  franchises are resisting orders from chain corporations to spend significant
sums,  such  as  electronic  upgrades  of  room  locks  and  other  amenities.

     THE  MID-PRICED  HOTEL  MARKET

     According to Lodging News (www.lodgingnews.com), market segmentation of the
                                ---------------------
hotel  industry  began in 1981, with the mid-priced and economy segments rapidly
developing.  This design and operational model was coupled with franchising, and
eventually consolidations, to build large numbers of hotel properties and rooms.
Brand identification programs for these chains, e.g., Days Inn and Motel 6, were
launched to promote occupancy and brand loyalty.  Leveraged buyout firms such as
KKR  acquired  major  brand names, such as Motel  6.  Economically priced hotels
with  minimal  amenities  and  standardized design have now become  commonplace.

     Today, to name just a few, corporations such as Choice Hotels International
have  franchised  over  3,600  mid-priced and budget hotels in the United States
operating  under name chain brands such as Sleep, Comfort, Quality, Roadway, and
EconoLodge.  Choice Hotels has developed mid-priced longer stay hotels under the
brand  name  Main  Stay  Suite.  Cendant  Corp developed the Days Inn franchise,
which  includes  1,755  hotels  in  the  United States.  Other chains, including
Holiday  Inn,  Ramada,  and  Howard Johnson are expanding rapidly.  Our business
model  is  intended  to  address  the build up of mid-priced hotels by providing
efficient  and cost-effective internet access for the guests in these mid strata
hotels.

                                        5
This  segment  of  hotels  generates  substantial  numbers of travelers and
potential  internet  users.  For  example,  a  150-bed  hotel  at  70% occupancy
generates  38,325  occupied  rooms per year.  If one-third of the occupied rooms
are double occupied on average, 51,000 potential internet users per year stay in
the  hotel.  In  a 500-room hotel with 70% occupancy, and with half of the rooms
averaging two people, the number of annual potential users rises to 192,000.  In
good  locations,  occupancy rates as well as double occupancy, run significantly
higher.  Location  too  will  also  affect the mix of business travelers, a more
intense  internet  user.  Younger  family  members  entertain  themselves by Web
surfing.  Our  internet kiosk business model addresses this pool of travelers at
middle  and  lower  priced  hotels  for  both  the  hotel  and  Go  Online.

OUR  PRODUCTS  AND  SERVICES

     SHOPGOONLINE.COM

     Mr.  Scott  Claverie,  the  current  President, formed the ShopGoOnline.com
division  as  a small venture to develop internet e-commerce solutions.  Through
our AMS Acquisition Corp. subsidiary, we provided seed financing in exchange for
a  75%  interest  in  the  ShopGoOnline.com  website.  This  initial  financing
contained  an  option  for  Mr.  Claverie to reacquire majority ownership.  This
option  was  extinguished  for  1,250,000 shares of our common stock and certain
cash  consideration.  We  own  75%  of  the equity, and are committed to provide
overall  division  financing  and  direction.  ShopGoOnline.com  is a dba of AMS
Acquisition  Corp.

     ShopGoOnline.com  offers  a  variety of products and services via the world
wide  web.  ShopGoOnline.com  presently  sells  products  in  the  following
categories:  apparel,  DVD  movies, electronics, food and spirits, gifts, health
and beauty, home and garden, home improvement, jewelry, music and video, outdoor
living, sports and fitness, toys and hobbies and flowers.  ShopGoOnline has many
different contracts with vendors for these products, including among many others
Ingram  Micro,  Tech Data, Pacific Sports, Costco and Magic Strands.  Our vendor
contracts  typically provide for the vendor to deliver the product directly from
its  warehouse, with Go Online responsible for payment processing and forwarding
to  the  vendor.  Pricing for products is determined periodically in discussions
with  the  vendors.

     Now  fully implemented, our ShopGoOnline.com web site will be a place where
a  customer  can find favorite products as well as some of those seen advertised
on  TV.  Our  customers can shop from hundreds of products and add them to their
electronic  shopping  cart.  At the checkout counter, the customer purchases all
the  products  selected  from  one easy location.  Our ShopGoOnline.com division
then processes the orders and has the products delivered right to the customers'
door.

     Our  ShopGoOnline.com  division  derives  revenue  from  various  sources:

1.     Direct  Sales - from selling product and services that are offered on the
web  site.
2.     Indirect  sales  -  by referring our customers to "link share" numbers to
purchase  products  advertised  on  our  web  site.

                                        6
Our  ShopGoOnline.com  web  site  opened for business on July 6, 1999.  Our
site  is now open 24 hours a day, 365 days a year.  We are in the initial growth
phase  of  our  sales and advertising.  For the period from inception of our web
site  until December 31, 1999, we have had total gross sales of $21,456 on total
expenses  associated with  ShopGoOnline of $212,856 and a loss of $182,612.  For
the  fiscal  year  ended December 31, 2000, we had sales of $136,459 through the
website.  Additional  income  of  $22,219  was  generated  by ShopGoOnline for a
business  to  business  web site development project for an outside third party,
"Vera's  Retreat",  which has subsequently been highlighted on our home page and
can  be  found  under  "visit  our shops" Business found under "visit our shops"
require  additional  development,  programming  and  design  and  are  charged
accordingly.   Our  products  are  shipped  by  our  vendors via a method of the
vendor's choice, although to date most of our vendors have selected UPS as their
primary shipper.

     Currently, our ShopGoOnline.com web, file, print and fax servers operate on
industry  standard hardware which include Intel processors, Seagate and IBM hard
drives  and  Linux software, that can be easily replaced if problems arise.  Our
online video and audio technology is provided through our relationship with Real
Networks,  Inc.,  and their RealAudioJ and RealVideoJ products which have become
widely  utilized  and  accepted  on  the internet.  Our use of their products is
producing  videos  that  are  compatible  with  the  users  home/work  internet
connection  and  software.

     Our  internal  and  external web server software is balanced and maintained
using  a  server-load based rotation scheme.  If a server becomes busy, the next
available  server  will  receive  and process the request.  As the requests grow
beyond the capacity of the equipment, new machines will be added to the rotation
scheme in short order.  This scheme allows for growth and failure redundancy. To
our  knowledge,  there  are  no known material limitation or upgrades necessary.

     We  supply  the  products sold on ShopGoOnline.com directly from agreements
with  vendors  who  sell  on our site.  These vendors include Ingram Micro, Good
Music, Flower Club, Ingram Entertainment, and Carefree Traders.  We generally do
not  warehouse  any  inventory  ourselves for resale.  We make arrangements with
each individual vendor to package, ship and notify us of sale  and delivery.  We
obtain  payment  from  our  customers  and  pay  the vendors directly for  these
products.

     On  September  15,  1999  we entered into an agreement with Panoscan, Inc.,
through  which  Panoscan  will  work  with  ShopGoOnline  to develop new ways to
present  and  promote  products  using  digital  imaging and presentation on our
website.  Specifically,  Panoscan agreed to  use its sophisticated camera system
to  capture  images for use on the Vera's Retreat area of the ShopGoOnline site.
These  images  are effectively panoramic rotating views with the ability to view
each  item by selecting it with your mouse.  The system utilizes streaming video
and  audio.  We  agreed to credit Panoscan in our promotions and press releases.
Panoscan  has completed their work on the specific site section and  it has been
implemented  on  our  web  site.

                                        7
INTERNET  KIOSK  DIVISION

     Our  internet  kiosk,  designed  in three primary models, is designed to be
installed  in  a  hotel  lobby or an alternative centralized public access area.
Our  primary  strategy  is  to  place  these internet access kiosks in mid-price
hotels  in  the  lobby  or  another  high  access  area.

     We  have  contractual  arrangements  with  Infotouch  Technologies, Inc., a
supplier  who  manufactures small, integrated kiosks that can provide pay as you
use  stand  alone  internet  access.  On  June 22, 1999 we agreed to purchase 50
surfnet  internet  terminals  from  Infotouch  during  the subsequent 45 days at
between  $3,195.00  and $3,395.00 each, depending on the specific model  chosen.

     At no cost to the owner and in a revenue sharing model, our internet kiosks
have  been and will continue to be marketed to mostly mid-priced hotels by sales
agent  organizations  employed  by  our  Kiosk  Division.

     Available kiosks range from 23 inches wide to 30 inches wide, and 20 inches
high  for the table top versions to 68.5 inches high for some of the stand alone
versions.  The  hotel  chooses from our agreement the type of kiosk they desire,
the  manufacturer  and  the kiosk finish color.  Each kiosk includes a mechanism
for  accepting currency and a traditional internet browser familiar to customers
for  browsing  the  internet  and  obtaining  email.

     The  hotel  is  required  to  provide free space, approximately 9-12 square
feet,  under  a  four-year,  renewable  internet  exclusive contract.  The hotel
receives  in  exchange a 10% share of kiosk revenues with a $45 monthly minimum.
The  contract  is  renewable  by the hotel for an additional four years or eight
years  in total.  We agree to maintain the kiosk from our share of the revenues.
Presently,  the  total  direct  installed  cost  of  each  internet  kiosk  is
approximately  $3,300,  which  has  been  brought  down from our initial cost of
$5,100.

     After  entering  into  a contract with the hotel owner, we order the kiosks
from  the  manufacturer, order a telephone line approximately two weeks prior to
installation,  order the internet service provider for the location  and confirm
that  appropriate  telephone  line  and  RJ11  jacks are installed and telephone
service  is active.  When the kiosk is shipped from the manufacturer and arrives
at the site, we dispatch an installation crew to install the kiosk and train the
location  owner  and  employees  on the use of the system.  We later contact the
location  owner  to  confirm  the  unit  has  been  installed and respond to all
questions  or  concerns  that  he  or  she  may  have.

     The  kiosk  division  business  plan  has  several  multi-level, integrated
strategies  to  maximize our revenues and business value from the kiosks.  These
revenue  and  valuation  sources  are  as  follows:

                                        8
Revenues  and  earnings  streams  generated  by  the existing and potential
kiosks.
     Advertising revenues to be sold as spots and banners on the hotels' kiosks.
This  revenue  is  based  on  "eyeballs"  generated.
     A  value  derived from the exclusive 4-year internet service contract for a
hotel,  with  potential  for 8 year exclusive contracts.  The aggregate value of
these  contracts  should  grow  geometrically  as hotels are added, representing
future  revenue  streams  and the exclusive right to provide that hotel's guests
with  internet  services.  Operating  experience  will  refine  the  value.

     Although  we  cannot  be  sure  that we will be successful in marketing our
internet  kiosks,  we  have presently 417 hotels which have signed contracts and
254  have  been  installed  in  237  locations  as  of  September 30, 2000 in 40
different  states  and  one  Canadian  province.  Go Online anticipates that the
remaining  contracts  will  be  completed  and  installed  over  the next six to
eighteen months depending on availability of kiosks and financing.  Our existing
customers  include  franchises  of  Ramada  Inns, Holiday Inns, Howard Johnsons,
Econolodge, Radisson Inn and  Country Suites.  No one customer or chain accounts
for  a  substantial  portion of our business to  date.   A majority of our kiosk
sites  are  in metropolitan areas such as: Atlanta, GA; Houston, TX; Dallas, TX;
San  Antonio,  TX;  Orlando, FL; Phoenix, AZ; Nashville, TN; Charlotte, NC; etc.

     DIGITAL  WEST

     Nature  of  Business

     Digital West is a provider of  repair and logistic services to the personal
computer  hardware  industry.  Logistic  services  include  sourcing  and
distributing  spare  parts,  inventory  management,  warranty claims processing,
parts  repair  and related functions, including notebook repair.  The foundation
of  Digital  West's  logistic  services  is  its  ability  to  provide accurate,
efficient  and  rapid  delivery  of  repair  parts  and  repaired  units  to its
customers.  Service  providers  purchase  replacement  parts for the service and
repair  of  PCs and peripherals.  These parts may be purchased directly from the
original  equipment  manufacturer  or  from  any  of the hundreds of independent
distributors,  including  Digital  West.  Digital  West's  inventory  of  parts
include  logic boards, controllers, disk drives, monitors, memory boards, cables
and  related  hardware.  Digital  West  has established vendor relationships for
repair  parts  with  leading  OEMs,  including  Compaq,  Dell, NEC/Packard Bell,
Hewlett  Packard  and  Sony  Electronics.  To  complement  its  distribution
operations, Digital West seeks to supply additional value-added services to OEMs
and  service  providers  to  allow  OEMs  and  service  providers to outsource a
substantial  portion  of  their  logistic  services.

                                        9
Digital  West's business has primarily been focused on the repair and sales
of  purchased  product,  with  113,820 items repaired and $5,969,362 in revenues
from  those  repairs  during  the fiscal year ended December 31, 1999 and 27,049
items  repaired  and $2,755,216 in revenues from those repairs during the fiscal
year  ended  Decembe  31, 2000.  Repair of customer parts and products in fiscal
1999 was 5373 units with $200,844 in revenues and in fiscal 2000 was 3,251 units
with $125,481 in revenues.  Finally, Digital West's warrant services resulted in
1,625  sales  in  fiscal 1999 with $23,491 in sales and 511 sales in fiscal 2000
with  $1,074  in  revenues.  This disparity in income resulted in Digital West's
substantial  focus  on  the repair and refurbishment of equipment and parts from
major  OEM  vendors.

     Digital West believes an important factor in an OEM's decision to outsource
logistic  services functions is the extent to which such an arrangement relieves
the  OEM of functions outside of the OEM's core competencies.  These service and
warranty  logistics  areas  often  include  repair  activities.  To support this
function  and  encourage OEMs to consider outsourcing functions to Digital West,
Digital  West  maintains  its  own  repair  operations.  The  principal business
objectives  of  repair  services  are to provide centralized rapid turnaround of
computer  repair  and  subsystem  repair  capabilities  to  OEMs.  Digital  West
believes  its  repair  capabilities are an important aspect of the full range of
value-added  services  it  offers.

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

     Operations

     Digital  West  conducts  its  repair  services  and  parts distribution and
processing  business principally from its 24,000 square foot distribution center
at  its facility located in Chatsworth, CA. Recognizing the immediate demands of
its  service  customers,  Digital  West  established an automated and integrated
order  processing  and  distribution system which allows Digital West to provide
efficient  and  accurate delivery of products on a next day basis.  Digital West
has  also  established  a  system for receiving, recording and warehousing daily
supply  shipments.  All  parts  maintained  in  Digital West's inventory are bar
coded  and  tracked  throughout  the  facility  through  Digital West's computer
network.  Parts  are received daily from OEMs and other suppliers, bar coded and
shelved  in  Digital  West's warehouse for quick access based on real-time daily
demand.

     In  addition,  many  PC and peripheral replacement parts are remanufactured
from  returned  goods in need of repair.  For example, a part may no longer work
because  one  of  its  many  components  is  defective.  When a service provider
purchases  a  replacement for a defective part, the defective part or "core" may
be  returned  for  credit.  The  core  may  then  be  repaired  and  resold as a
remanufactured  part.  Service  providers  often  prefer  remanufactured  parts
because  they  have  performance specifications equivalent to newly manufactured
parts  at  a  lower  cost.  This  aspect  of the PC parts business requires that
Digital  West  distribute  new or remanufactured parts to its customers, collect
defective  but  repairable  parts  and  remanufacture those parts which are then
offered  for  resale.  Therefore,  unlike many distribution businesses, products
flow to and from Digital  West and its customers, and to and from its suppliers.
In  addition  to  new  parts  being  received  and shelved daily, cores are also
received  daily  from  customers,  sorted  and  distributed  to repair services.
Following  the  remanufacturing  of  a  core,  it  is  bar coded and replaced in
inventory.

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

                                       10
Services

     Digital  West  offers  a  wide  range  of  value-added logistic services to
service  providers  and  OEMs.  These services capabilities, in combination with
Digital  West's  core distribution expertise,  effectively allow Digital West to
handle  many  of  the  hardware  related  post-sales  support  functions for its
customers.

     Digital  West  has  entered into service provider alliances with several of
its  customers.  Generally,  these  types  of  arrangements may be terminated by
either  party  at  any  time,  but  Digital  West  enters  into service provider
alliances  with  the  expectation that these arrangements will lead to long-term
relationships  or  contracts  with  those  parties.

     Digital  West seeks arrangements with OEMs of PCs and peripherals to handle
a  defined  portion  of  the  related parts distribution and warranty processing
functions.  Under  the  terms  of  such  an OEM outsourcing arrangement, the OEM
directs some or all of its customers and dealers to Digital West for some or all
of  the  OEM's  warranty and non-warranty parts business.  Digital West believes
these  arrangements  benefit OEMs by reducing infrastructure needs, reducing the
amount of capital committed by the OEM to the non-core segments of its business,
and  improving  customer service and responsiveness.  Digital West believes that
as  a  specialist  in managing the key business  functions associated with parts
distribution,  which  includes  its expertise in two-way distribution logistics,
Digital  West  is  able  to provide parts and related logistic services at lower
costs and greater reliability than the manufacturers themselves can provide such
services.

     Digital  West believes that its repair capabilities are an important aspect
of  the  full  range  of  value-added services it offers to OEMs in an effort to
outsource  larger  functions  of  the  OEM's  service  and  warranty  logistics
functions.  The  offerings  of repair services include rapid turnaround notebook
repair,  subsystem  repair  and component refurbishment.  Regarding the notebook
repair  operations, Digital West is capable of receiving, repairing and shipping
the  repaired  notebook  back  to  the  customer within 24 hours of its receipt.
Subsystem  repair  is  provided  at the component-level for LCD panels, computer
boards  and  power  supplies.  Repair  services has entered into notebook repair
arrangements  with  Dell.  These  arrangements  may  generally  be terminated by
either  party  at  any  time,  but  Digital  West  enters  into  them  with  the
expectation  that  these arrangements will lead  to long-term relationships with
those  parties.

     Digital West also recently began to remanufacture parts that are tested and
reworked by Digital West prior to sale.  Many of Digital West's customers prefer
a  remanufactured part over a new part because the remanufactured part often has
the  performance  specifications equivalent to a new part, but costs less.  This
process  was  developed  to  fill  the  recognized  market  demand for reliable,
competitively  priced  parts.

     Management  Information  Systems

                                       11
Digital  West  maintains  sophisticated  information  systems  to  improve
efficiency, process orders, monitor operations,  manage  inventory  risks, offer
faster and higher levels of service, and provide innovative logistic services to
OEMs  and  service  providers.  These  on-line  systems  provide management with
information  concerning  sales,  inventory  levels,  customer payments and other
operations  which  are  essential for Digital West to operate efficiently and to
enable  it to offer  additional services.  Digital West has invested in advanced
telecommunications,  electronic  mail  and  messaging, automated fax technology,
bar-coding  and  automated  inventory  management.

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

     Customers  and  Suppliers

     Digital  West sells parts to customers throughout the United States, Canada
and  Latin  America,  as  well  as  in  other  countries.

     Digital West depends on numerous suppliers to provide Digital West with the
parts  it  sells.  There  are generally no long-term supply agreements governing
Digital  West's  relationships with its major suppliers.  Digital West's primary
supply  arrangements are thus subject to termination or curtailment at any time,
with  little  or no advance notice.  Although management expects no such loss to
occur,  the  refusal  or  inability of any major manufacturer to ship to Digital
West, or an increase in prices charged to Digital West as compared to the prices
charged  by  such  manufacturers  to  service  providers,  could have a material
adverse  effect  on  Digital  West.

COMPETITION

     The  electronic  commerce  market,  particularly  over  the  internet,  is
relatively  new,  rapidly evolving and competitive, and we expect competition to
intensify in the future.  We will compete with many other companies which either
offer  the  same  types  of merchandise or provide the same or a similar type of
sales  format  to  customers.

     ShopGoOnline.

     Current  competitors  for  our ShopGoOnline division include companies with
online  commerce sites such as Onsale, Inc., Intermallamerica.com, iVillage.com,
Egghead,  Amazon.com,  Inc.,  AOL.com,  Beyond.com  Corporation,  Buy.com  Inc.,
Cyberian  Outpost,  Inc., Dell Computer Corporation and numerous other companies
marketing  goods  over the internet.  Most of these companies have substantially
greater  resources  than we do and consequently have the ability to market their
products  more  effectively.  This  is  not  an  exhaustive  list  of  current
competitors.

                                       12
We  intend  to  compete  with  these  companies  by  utilizing  the  key
differentiation  of  our  streaming  audio  and  video, as well as link to other
sites  and undertake traditional advertising.  In  addition, it is not difficult
to enter the online commerce  market, and current and new competitors can launch
new  online  commerce  web  sites  at  relatively  low  cost.

     Internet  Kiosks.

     Our  internet  kiosk  division  competes  on  a  national  scale with other
internet  kiosk  competitors and other competitors for services to hotel guests.
There  are  numerous  other potential competitors  that could use their existing
infrastructure  to  provide internet services to the lodging industry, including
franchised  cable  operators,  wireless  cable  operators,  telecommunications
companies,  major  technology  companies  and  DBS  providers.

     Our  internet  kiosk  division  also  indirectly  competes  with  "in-room"
internet  suppliers  such  as  Lodgenet and On Command, as well as other in-room
internet  access  providers.  We  are not seeking to compete in this market, but
rather have focused our initial marketing efforts on mid-priced hotels which are
not  likely to commit the resources required to make in-room access available in
the  near  future.  We  also believe that the hotel lobby resource is easier for
quick  access  to  email  and  other  quick  look  ups  similar to pay telephone
resources.

     Digital  West

     Digital West is a provider of repair and logistic services to the PC repair
and  maintenance  industry.  These  logistic  services  include distribution and
sourcing  of  spare  parts,  inventory  management,  warranty  claims,  parts
remanufacturing  and  related  functions.

     The  market  for  Digital  West's  products  is  large  but  fragmented.
Competition  in  the  industry  is  widespread  and comes from other independent
distributors  that  are  not  affiliated  with  an OEM, as well as from the OEMs
themselves.  When OEMs act as distributors, they typically distribute only their
own  products.  Independent  distributors  typically  distribute  a  variety  of
manufacturers' parts.  Among Digital West's major independent competitors is The
Cerplex  Group,  PC  Service  Source.,  Genicom  Corp. and Service  Electronics.
Certain  of  these  competitors,  such  as  the  OEMs,  are  large  and  have
substantially  greater  financial  and  other  resources  than  Digital  West.

     Digital  West  believes  that  its growth is attributable to its ability to
consistently  process  customer  orders  and supply needed parts on demand, with
rapid  delivery,  and  at  competitive  prices.  Management  believes that these
competitive  factors  will  continue  to  govern  customer  decisions  in  the
foreseeable  future.

                                       13
GOVERNMENT  REGULATION

     Our  internet  and  e-commerce  businesses may become subject to increasing
government  regulation  as various government regulators continue their focus on
improving  internet  commerce.  Several  states,  including  California  and
Washington,  have  laws  regulating  the  disclosure  of  pricing information by
wholesalers  and  comparable  businesses.  In  the  future,  governments  of
California,  Washington and other states could  require additional disclosure in
order  to  comply  with  other  regulations.  Some  states  may  interpret their
statutes  to  apply  to  our transactions with consumers in such states, even if
those  transactions  originate  over  the  internet.  Similarly,  states  may
construe  their existing laws governing issues such as property ownership, sales
tax,  libel  and  personal  privacy  to  apply  to  internet companies servicing
consumers  within  their  boundaries.  Resolution  of whether  or how these laws
will  be  applied  is  uncertain  and  may  take  years  to  resolve.

SALES  AND  MARKETING

     Web  Promotion  &  Advertising

     As  with any internet company, we market our web sites and drive traffic to
them.  We plan  to market and brand our Go Online web sites through conventional
banner  ads  and  reciprocal  links  placed  throughout  highly  visible  online
locations  and  print  publications.

     It  is  a  standard  in the industry to team with web promoters in order to
market our sites  electronically.  Web promoters are actively involved in banner
placement  and  swapping,  search  engine  registration,  and  other  activities
associated with Web promotion.  Because of their existing  relationships and the
ability  to  "package"  deals,  these  firms  constitute  the  quickest,  most
cost-effective  way to promote a site.  Typically, these firms take a percentage
of  their  clients'  total ad revenue (usually 35-50%) as compensation for their
services.

     Specifically,  these  firms  provide:

     Exclusive  sales  representation
     Support  by  a  sales  force  of  experienced  media  professionals
     Increased  focus  on  long-term  sponsorship  programs
     Total  inventory  and  ad  management
     Additional  revenue  streams  from local and international ad sales efforts

     Our  management  intends  to pursue expanded traditional and nontraditional
marketing.  The  media  campaign,  which  we  generally  launched with the grand
opening  of ShopGoOnline.com, was expanded with nationwide newspaper display ads
which  reached  a  substantial  number  of  readers  in the eight major internet
markets.  We  placed  display  ads  in the Boston Globe, San Francisco Examiner,
Chicago  Times,  New  York  Times,  Miami  Herald,  San Diego Union Tribune, Los
Angeles  Times  and  Dallas  Morning  News.

                                       14
Internet  Kiosk  Marketing

     While we cannot be sure we will succeed with our goal, we intend to seek to
have the 2,000 internet kiosks installed and operating in hotels at the end of a
two-year  period.  To  accelerate penetration of the hotel market and the use of
the  installed  kiosks,  in September 1999 we initiated a major 45-day marketing
campaign  for  our  kiosk  division.  The sales and marketing campaign includes:

     Advertising  in  trade  magazines  and attending trade shows to enhance our
kiosk  program's  visibility  with  hotel  operators.  An  example  is  the
Asian-American  Hotel  Association,  which  represents  approximately 60% of the
franchised  mid  and  economy  priced  hotel  owners.

     Providing  the  hotel upon kiosk installation with a full marketing program
to  increase guest usage.  This includes signage, which will be intended to draw
guests to the kiosk, and obtaining email while traveling.  Guest access to their
email  requires  only  knowing  the  short  address of the mail servers of their
internet service providers (ISP) and password they currently use to access their
mail.  This  information  is the same that is inputted into their home or office
email  program  and  is readily available to the traveler before he/she departs.

     Hire  sales agents to represent our kiosk division to acquire agreements to
place  internet  kiosks  in  hotels  within  the  United  States.

     Through  September  30,  2000,  we have installed a total of 254 kiosks and
have  agreements  signed  with  415  sites.

     Digital  West  Marketing

     Digital  West views logistic services as a value-added service business. As
such,  sustaining  the  growth  of  Digital  West is dependent upon building and
maintaining relationships and loyalties  with service providers as well as OEMs.
Digital  West  maintains  a  service  provider sales force. Account managers are
assigned to maintain relationships with Digital West's largest national accounts
and are assigned other accounts based on the customers' market segment.  Digital
West  also  has  a  separate sales force  focusing on OEM repair and outsourcing
arrangements.  Digital West's sales representatives visit major OEMs and service
providers  and attend various trade shows. Digital West advertises its parts and
services in recognized trade magazines, participates in trade shows, distributes
news  releases,  and  makes  direct  mailings to potential customers.  Customers
rely upon  Digital West's advertisements, newsletters and frequent mailings as a
source  of  product information,  including  pricing.  In addition, Digital West
maintains  a  presence  on  the  world-wide  web.

     Digital  West  provides  comprehensive  training  to  its sales and account
representatives  regarding  technical  characteristics  of  productsand  Digital
West's  policies  and  procedures.

                                       15
OUR  BACKGROUND

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

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

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

     Subsequent  to  the sale, we made our initial investment in AMS Acquisition
Corp.,  a previously unaffiliated corporate entity which was and continues to be
the  developer of ShopGoOnline.com, investing $25,000 for a 75% equity interest.
AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of that
corporation  received a repurchase option to acquire back 26% of the outstanding
shares from us.  We subsequently purchased this repurchase option.  We issued to
Scott  Claverie  937,500  shares  of  our  common  stock,  along  with  cash
consideration.

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

                                       16
We  acquired  a 75% interest in Auctionomics, Inc. from Nathan A. Wolfstein
IV  and  Harvey A. Turell, the two previously unaffiliated founders/shareholders
in  June  1999.  Auctionomics,  Inc.  was  formed  in  Nevada in June 1999.  The
consideration  was  500,000 shares of our common stock and a two-year warrant to
acquire  an  additional  500,000  shares  of  our  common  stock  at $0.50.  The
shareholders,  Messrs.  Turell and Wolfstein, are entitled to receive a bonus of
25%  of  Auctionomics.com  pre-tax  income,  so  long  as  they retain their 25%
ownership.  If  their  shareholdings  are  reduced,  the  bonus  is  reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

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

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

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

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

                                       17
RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  September  30, 2000, Go Online had 9 full-time employees and 8 part
time  employees,  including  employees  in  each  of  our  divisions.  Of  these
employees,  four  work  in  our administrative offices, five are employed by our
internet  kiosk  division,  and  nine  are  employed  by  our  ShopGoOnline.com
division.  None  of  our  employees  is  covered  by  any  collective bargaining
agreement.  We  believe  that  our  relations  with  our  employees  are  good.

     Also as of September 30, 2000, the Digital West subsidiary of Go Online had
24  full  time  and  22  part  time employees.  Of these employees, five work in
Digital West's administrative division, four in sales, two in purchasing, two in
customer  service,  18  in  technical  support,  10  in Digital West's warehouse
facility,  two  in  shipping  and  three  in  receiving.

FACILITIES

     Our  principal executive offices are located at 5681 Beach Boulevard, Suite
101/100,  Buena Park, California 90621.  Effective July 21, 1999 we entered into
a  lease  for  this  office  space.  The  term  of the lease is for 3 years with
monthly  base  rent payments in 1999 of $1,600.  The rent for the first year was
prepaid.  Future  base rent commitments during the years ended December 31 under
this  lease are summarized as follows: 2000 - $8,000; 2001 - $19,200; and 2002 -
$11,200.

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

LEGAL  PROCEEDINGS

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a lawsuit against AmeriNet and certain of its officers and directors.  On
September  2,  1998,  AmeriNet filed a cross-complaint against us.  Effective on
December  15,  1999,  we entered into a settlement with AmeriNet which  provided
for  AmeriNet  (which had subsequently been renamed Homespace, Inc.) to issue to
us  200,000  shares  of  Homespace common stock and pay us $100,000, with mutual
releases  of  claims  on  both  sides.

                                       18
On  December  3,  1998, related to a different litigation matter, a default
judgment was entered against us in the approximate amount of $55,000 for alleged
amounts  owed  by Real Estate Television Network for which the plaintiff alleges
was  also  owed  by  us.  On  July 14, 1999 the default judgement was set  aside
based  on  the  fact  that  we  were  never  properly  served with a summons and
complaint.  We  contend  that  we  are not liable for the amounts due since Real
Estate  Television  Network  was  a separate corporation and we never guaranteed
this  obligation.  Nevertheless,  in  April  2000,  we entered into a settlement
agreement  with  the  plaintiff and agreed to pay him the sum of $12,500 in cash
and  30,000  shares  of  our  Series  A  Preferred  Stock.

                                       19
LEGAL  PROCEEDINGS

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a  lawsuit  against  AmeriNet  and  certain of its officers and directors
alleging  breaches  of  written  contracts,  fraud  and  violations  of  various
Corporate Code sections.  On September 2, 1998, AmeriNet filed a cross-complaint
against  us  alleging  fraud  and  misrepresentation,  breaches of contracts and
conspiracy.  In  the  cross-complaint AmeriNet sought damages in the approximate
amount  of $12,000,000, together with exemplary and punitive damages, attorney's
fees  and  cost of the suit. The actual losses identified by the cross-complaint
were  less  than  $500,000.  Effective  on  December 15, 1999, we entered into a
settlement  with  AmeriNet  which  provided for AmeriNet (which had subsequently
been  renamed Homespace, Inc.) to issue to us 200,000 shares of Homespace common
stock  and  pay  us  $100,000,  with  mutual  releases  of claims on both sides.

     On  December  3, 1998, related to a different litigation matter,  a default
judgment was entered against us in the approximate amount of $55,000 for alleged
amounts  owed  by Real Estate Television Network for which the plaintiff alleges
was  also  owed  by  us.  On  July 14, 1999 the default judgement was set  aside
based  on  the  fact  that  we  were  never  properly  served with a summons and
complaint.  We  contend  that  we  are not liable for the amounts due since Real
Estate  Television  Network  was  a separate corporation and we never guaranteed
this  obligation.  Nevertheless,  in  April  2000, we entered  into a settlement
agreement  with  the plaintiff and  agreed to pay him the sum of $12,500 in cash
and 30,000 shares of our Series A Preferred Stock.

                                       20
RISK  FACTORS

     Any  investment  in  our  common stock involves a high degree of risk.  You
should  consider  carefully  the  following information, together with the other
information  contained  in  this  prospectus/information  statement,  before you
decide  to  acquire  our common stock.  If any of  the following events actually
occurs,  our business, financial condition or results of operations would likely
suffer.  In  this  case, the market price of our common stock could decline, and
you  could  lose  all  or  part  of  your  investment  in  our  common  stock.

     NETSTRAT  AND  AMER  STOCKHOLDERS MAY BE ENTITLED TO APPRAISAL RIGHTS WHICH
MAY  IMPAIR OUR ECONOMIC ABILITY TO MOVE FORWARD WITH THE MERGERS AND OBTAIN THE
CASH ASSETS OF NETSTRAT AND AMER.  Stockholders of NetStrat and Amer who did not
consent  for  the  mergers  may,  under  certain circumstances and by  following
procedures prescribed by the Nevada General Corporation Law, exercise  appraisal
rights  and  receive  cash  for  their  shares of either NetStrat or Amer common
stock.  A  dissentingstockholder of NetStrat or Amer must follow the appropriate
procedures  under Nevada law or suffer the termination or waiver of such rights.
We  do not have sufficient cash resources to pay substantial amounts of cash for
appraisal  rights.  We  have no obligation to consummate the merger if more than
five  percent  of the outstanding shares of either NetStrat or Amer common stock
request  or  continue  to  have  the  right  to  exercise  appraisal  rights.

     OUR  BUSINESSES  HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME AND THEREFORE
INVESTORS  CANNOT  ASSESS  ANY  HISTORICAL SUCCESS OR FAILURES WHEN INVESTING IN
THOSE  BUSINESSES.  Our executive officers commenced our major lines of business
--  the  Shop  Go Online E-commerce site, our Go Online kiosk businesses and our
Digital West business -- relatively recently.  Accordingly, you can evaluate our
business,  and therefore our future prospects, based only on a limited operating
history.

     BECAUSE WE HAVE NEVER BEEN PROFITABLE AND WE DO NOT KNOW WHEN, IF EVER, OUR
BUSINESS  MAY  BECOME  PROFITABLE,  WE MAY NOT HAVE PERCEIVED VALUE TO THE STOCK
MARKETS.  We have incurred losses in our business operation since our inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain profitability would almost certainly negatively affect the market price
of  our  common  stock.

     OUR  AUDITORS  HAVE  STATED  THAT  THEY  HAVE  DOUBTS  ABOUT OUR ABILITY TO
CONTINUE  AS  A  GOING  CONCERN  WHICH MAKES OUR ABILITY TO SURVIVE EVEN FOR THE
SHORT-TERM  DEPENDENT  ON  FINANCINGS  AND  THE  SUCCESS  OF  OUR BUSINESS.  Our
auditors  in  their  report  included  in this Prospectus have  expressed  doubt
about  our  ability  to  continue  as  a  going company.  That risk is primarily
dependent  on  our  ability  to raise sufficient money to undertake our business
plan.  If  we  do not continue as a business, any stock you buy from us would be
worth  substantially  less.

     WE  MAY  BE  UNABLE TO MEET OUR CAPITAL REQUIREMENTS WHICH MAY SLOW DOWN OR
CURTAIL  OUR  BUSINESS  PLANS.  .  If our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
grow  our Digital West business prospects, promote our e-commerce website, build
and  place  sufficient  kiosks  or  otherwise maintain our competitive position.
Since we intend to rapidly develop our Digital West business and since we desire
to place internet kiosks rapidly to get market share, it is certain that we will
require  additional  capital.  We  have

                                       21
not  thoroughly  investigated whether this capital would be available, who would
provide  it,  and on what terms.  If we are unable to raise the capital required
to  fund  our  growth, on acceptable terms, we could not move forward with these
growth  opportunities  which  would  negatively  impact  on  our  market  value.

     ALL  THREE OF OUR DIVISIONS HAVE COMPETITION AND WE COULD CONSEQUENTLY LOSE
SUBSTANTIAL  REVENUE  AND CUSTOMERS TO OUR COMPETITORS.  The electronic commerce
market,  particularly  over  the  Internet,  is  rapidly  evolving and extremely
competitive,  with  very  few  barriers  to  entry.  We  expect  competition  to
intensify in the future.  We will compete with many other companies which either
offer  the  same  types  of merchandise or provide the same or a similar type of
sales format to customers.  These larger companies have sometimes driven smaller
companies  out  of  business.

     Current  competitors  for  our ShopGoOnline division include companies with
online  commerce  sites  such  as  Onsale,  Inc.,  Egghead,  Amazon.com,  Inc.,
Beyond.com  Corporation,  Buy.com Inc., Cyberian Outpost, Inc. and Dell Computer
Corporation.  This  is  not  an  exhaustive  list  of  current  competitors.  In
addition,  it  is not difficult to enter the online commerce market, and current
and  new  competitors can launch new online commerce web sites at relatively low
cost.

     Our  internet  kiosk  division  competes  on  a  national  scale with other
internet  kiosk  competitors and other competitors for services to hotel guests.
There  are  numerous  other  potential competitors that could use their existing
infrastructure  to  provide internet services to the lodging industry, including
franchised  cable  operators,  wireless  cable  operators,  telecommunications
companies,  major  technology  companies  and  DBS  providers.

     The  market  for  Digital  West's  products  is  large  but  fragmented.
Competition  in  the  industry  is  widespread  and comes from other independent
distributors  that  are  not  affiliated  with  an OEM, as well as from the OEMs
themselves.  When OEMs act as distributors, they typically distribute only their
own  products.  Independent  distributors  typically  distribute  a  variety  of
manufacturers' parts.  Among Digital West's major independent competitors is The
Cerplex  Group,  PC  Service  Source.,  Genicom  Corp.  and Service Electronics.
Certain of these competitors, such as the OEMs, are large and have substantially
greater  financial  and  other  resources  than  Digital  West.

     BECAUSE WE RELY ON THIRD PARTY MERCHANDISE VENDORS FOR SUPPLY, SHIPPING AND
QUALITY  OF  PRODUCTS  FOR OUR SHOPGOONLINE SITE, WE CANNOT CONTROL AVAILABILITY
AND  QUALITY  OF  OUR  PRODUCTS.  We  rely  on various vendors to supply us with
merchandise.  We  will  likely  not have any long-term contracts or arrangements
with  our vendors that guarantee the availability of merchandise.  We may not be
able  to  obtain sufficient quality and quantities of merchandise at competitive
prices.  Also,  the  quality  of service provided by such parties may fall below
the  standard  needed  to  enable  us  to  conduct  our  business  effectively.

                                       22
WE  RELY  ON  OTHER  THIRD  PARTIES IN CONDUCTING OUR E-COMMERCE OPERATIONS
WHICH  LOWERS OUR ABILITY TO CONTROL PERFORMANCE AND QUALITY.  In conducting our
operations,  we  may  depend  on  several  other  third  parties,  including the
following:

     Fulfillment.  Third  parties fulfill our sales.   Any service interruptions
experienced  by  these  distribution  centers  as  a result of labor problems or
otherwise  could  disrupt  or  prevent  fulfillment  of  customer  orders;

     Payment  processing.  We  rely  on  one  or  two  processors of credit card
transactions.  If  computer  systems  failures or other problems were to prevent
them  from  processing  our credit card transactions, we would experience delays
and  business  disruptions;  and

     Shipping.  We  use  one  or  two  primary  delivery  services  to  ship our
products.  Our business would suffer if labor problems or other causes prevented
these  or  any other major carriers from delivering our products for significant
time  periods.  We  may  not be able to maintain satisfactory relationships with
any  of  the  above  parties  on acceptable commercial terms, and the quality of
services  that  they provide may not remain at the levels needed to enable us to
conduct  our  business  effectively.

     DEPENDENCE  ON  THE  LODGING INDUSTRY AND CHANGES IN VIEWING HABITS FOR OUR
KIOSK  BUSINESS  COULD  HURT  OUR  PROFITABILITY.  Our kiosk business is closely
linked  to the performance of the lodging industry.  Declines in hotel occupancy
or changes in the mix of hotel guests as a result of general business, economic,
seasonal  and other factors can have a significant impact on our kiosk revenues.

     Reliance on kiosk providers may delay delivery of our kiosks.  We currently
rely  upon  suppliers who developed and who manufactures our internet kiosks and
we  outservice  other  kiosks  through specialty vendors to create our privately
developed  Go  Online kiosk.  The loss of these suppliers could slow our ability
to  deliver kiosks in accordance with our hotel contracts and consequently could
hurt our relationships with those hotels and our revenues would decrease.  While
we  believe  that we could find other suppliers who could manufacture our kiosks
or  manufacture  our  kiosks ourselves, we may incur increased costs and require
additional  time  to  deliver  those  kiosks.

                                       23
USE  OF  PROCEEDS

Go Online will not receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                                       24
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with Go Online for consulting
services. they  provided to Go Online.  The Selling Shareholders may resell all,
a  portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the Company  as of February 28, 2001.  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
% of Shares
                        Number of                      Number of Shares                                Owned by
Selling               Shares Owned                      Registered by           Number of Shares       Shareholder
Shareholders            Before Sale                       Prospectus            Owned After Sale       After Sale
------------          -------------                    ----------------        -----------------      -------------
Kerry Head                     0                         2,000,000 (1)                0                    0.0%
Richard Walker                 0                           500,000 (2)                0                    0.0%
Gary Stein                     0                           192,000                    0                    0.0%
James Cannon           1,008,000 (3)                       125,000            1,008,000                    1.2%
(1)   Includes  500,000  shares  immediately  issued, 500,000 shares issued upon
      exercise  of  warrants  at  $0.15  per  share,  500,000 shares issued upon
      exercise  of  warrants  at  $0.25 per share and 500,000 shares issued upon
      exercise of warrants at $0.35 per share.

(2)   Mr. Walker received these shares in connection with a consulting
      agreement.

(3)    Reflects  8,000  shares  which  Mr.  Cannon  owns as a director and up to
       1,000,000  shares  which  Mr.  Cannon could obtain upon the exercise of a
       warrant to purchase shares  of  common  stock  at  $.20  per  share.

                                       25
PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                       26
LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group,  Newport  Beach,  California.  M.  Richard
Cutler,  the  President  and  sole  shareholder  of Cutler Law Group, PC, is the
beneficial  owner  of  1,310,000  shares  of the Company's common stock

                                     EXPERTS

The  balance  sheet  as  of December 31, 1998 and the statements of operations,
shareholders' equity and cash flows for the period then ended  of  Go  Online
Networks Corporation,  have been incorporated by reference in this Registration
Statement in  reliance  on the report of Schumacher & Associates, independent
accountants, given  on  the  authority  of  that  firm as experts in accounting
and auditing.

The  balance  sheet  as  of December 31, 1999 and the statements of operations,
shareholders' equity and cash flows for the period then ended  of  Go  Online
Networks Corporation,  have been incorporated by reference in this Registration
Statement in  reliance  on the report of Miller & McCollom, certified public
accountants, given  on  the  authority  of  that  firm as experts in accounting
and auditing.

                                       27
PART  II

                  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's Form 10-QSB for the quarter ended September 30, 2000.

(ii)    Registrant's  Form  10-KSB for the fiscal year ended December 31, 1999.

(iii)   Registrant's  Form  10-KSB  (in the name of Westlake Capital Corp., the
Company's  successor)  for  the  fiscal  year  ended  December  31,  1998.

(iv)  Registrant's Current Report on Form 8-K filed with the Commission on
January 11, 2000.

(v)    Registrant's Current Report on Form 8-K filed with the Commission on
May 25, 2000.

(vi)    Registrant's Current Report on Form 8-K filed with the Commission on
September 20, 2000.

(vii)    Registrant's Current Report on Form 8-K/A filed with the Commission on
November 6, 2000.

(viii)    Registrant's Definitive Proxy Statement filed with the Commission on
October 16, 2000.

(ix)      All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Cutler  Law  Group, counsel to the Company.
M. Richard Cutler,  the  President and sole shareholder of Cutler Law Group, PC,
is  the  beneficial  owner of 1,310,000 shares of the Company's common stock.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State of Delaware and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

    The  Shares  were  issued  for consulting rendered and to be rendered. These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

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

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

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

*3.1     Articles  of Incorporation of Valencia Capital, Inc., filed October 20,
1987.

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

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

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

*3.5     Certificate  of  Designation  for  Jones  Naughton Entertainment, Inc.,
dated  June  8,  1994.

*3.6     Bylaws  of  Jones  Naughton  Entertainment,  Inc.,  as  amended.

*3.7     Certificate  of  Incorporation of Go Online Networks Corporation, dated
August  11,  1999.

*3.8     Certificate  of  Designation  for Go Online Networks Corporation, dated
August  13,  1999.

*3.9     Bylaws  of  Go  Online  Networks  Corporation.

*3.10    Articles  of  Incorporation  of  AMS Acquisition Corp., filed June 29,
1998.

*3.11    Bylaws  of  AMS  Acquisition  Corp.

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

5        Opinion of Cutler Law Group

10.1     Consulting  Agreement  with  Kerry Head dated February 9, 2001.

10.2     Business Consulting Agreement with Windsor Partners, Inc. dated
         February 2001.

23.1     Consent of Schumacher & Associates

23.2     Consent of Miller & McCollom

23.3     Consent of Cutler Law Group (included in Exhibit 5).

________________________
*  Previously filed.

ITEM  9.     UNDERTAKINGS.

     (a)     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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
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 the
offering.

(b)     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  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

(c)     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 Act
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, 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 and will be governed by the final
adjudication  of  such  issue.

                                      II-2
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Buena  Park, State of California,  on  March  7,
2001.

                                          GO  ONLINE  NETWORKS  CORPORATION

                                                  /s/  Joseph  M.  Naughton
                                              -----------------------------
                                              By:     Joseph  M.  Naughton
                                              Its:     Chief  Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton
March 7, 2001

   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie
March 7, 2001

   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon
March 7, 2001

   /s/   Michael  Abelson          Director
-------------------------
Michael  Abelson
March 7, 2001
                                      II-3