AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2001
                                              REGISTRATION NO.


                     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)

                             Legal Services Agreement
                 Financial Consulting and Accounting Service Agreement
                              Consulting Agreements
                            Salary Deferral 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       2,045,000         $0.05 (1)             $102,250          $ 25.57
           ----------------    ---------             ---------         --------
Total                                                                  $ 25.57

(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
July 3, 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

                         2,045,000  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  (i)  pursuant  to  a  Legal  Services Agreement for legal
services,  (ii)  pursuant  to an agreement with the Company to provide financial
consulting  and accounting services to the Company; (ii)  pursuant to consulting
agreements with the Company; or (iv) pursuant to deferred salary by the employee
from the Company.

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  16.


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.
                              ________________________

                                  July  9,  2001

                                        1
<PAGE>

                                           TABLE OF CONTENTS


Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    16
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    18
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    19
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   20
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    21
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
                               ________________________

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 April 2, 2001,  Form 10-QSB filed on May 15, 2000,
Form 10-QSB filed on August 17, 2000, Form 10-QSB  filed  on  November 14, 2000,
And Go Online's Form 10-QSB filed on May 15, 2001  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 utilizing a
two-tiered revenue model.  In initiating our strategy, we acquired and currently
operate  two  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.  As of December 31, 2000,
Go  Online  has 217 hotels installed offering our GoOnline service utilizing 221
kiosks.  29  kiosks  have been removed from financial unproductive locations and
are  being  refurbished  for redistribution to new locations by the company.  18
newly  refurbished  units  which  were  also removed from financial unproductive
locations are or will be in transit to new locations.  The company salvaged four
units  utilizing  spare  parts  from  these  units  to  refurbish  some  of  the
aforementioned  units.

     Digital  West  Marking,  Inc.

     Digital  West  is  a computer service firm based in Chatsworth, California,
north of Los Angeles.  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  businessor personal, are a substantial potential market for

                                        4
<PAGE>

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.

     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

                                        5
<PAGE>

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

          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.

                                        6
<PAGE>

     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:

     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,  as  of  December 31, 2000, Go Online has 217 hotels installed
offering our GoOnline service utilizing 221 kiosks.  29 kiosks have been removed
from  financial  unproductive  locations  and  are  being  refurbished  for
redistribution  to  new  locations  by  the company.  18 newly refurbished units
which  were also removed from financial unproductive locations are or will be in
transit to new locations.  The company salvaged four units utilizing spare parts
from  these  units  to refurbish some of the aforementioned units.  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 claimsprocessing, 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.

                                        7
<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  December 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

                                        8
<PAGE>

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.

     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

                                        9
<PAGE>

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

     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 is relatively  new,  rapidly evolving and
competitive,  and  we  expect  competition  to intensify in the future.  We will
compete  with  many  other  companies  which  offer the same types of service to
customers.

     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

                                       10
<PAGE>

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  itsgrowth  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.

SALES  AND  MARKETING

     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.

                                       11
<PAGE>

     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.

     As  of  December  31, 2000, Go Online has 217 hotels installed offering our
GoOnline  service  utilizing  221  kiosks.  29  kiosks  have  been  removed from
financial unproductive locations and are being refurbished for redistribution to
new  locations  by  the  company.  18  newly  refurbished  units which were also
removed  from  financial unproductive locations are or will be in transit to new
locations.  The  company  salvaged  four  units utilizing spare parts from these
units  to  refurbish  some  of  the  aforementioned  units.

     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  products and Digital
West's  policies  and  procedures.

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.

                                       12
<PAGE>

     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 the  developer of
ShopGoOnline.com, investing $25,000 for a 75% equity interest.  ShopGoOnline.com
was  our  business-to-consumer  e-commerce website which opened for operation in
July 1999. ShopGoOnline sold a variety of products utilizing real-time streaming
video  and  audio to market the products.  During late 2000 Go Online determined
that  ShopGoOnline  was  not profitable and unlikely to reach profitability in a
reasonable  period  of time and determined that the Company's resources would be
better  utilized  to  capitalize  and  finance  our  Digital  West  division.
Consequently,  Go  Online  terminated  ShopGoOnline  effective  March  20, 2001.

     AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of
that  corporation  received  a  repurchase  option  to  acquire  back 26% of the
outstanding  shares  from us.  We subsequently purchased this repurchase option.
We issued to Scott Claverie 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.

     We  acquired  a 75% interest in Auctionomics, Inc. from Nathan A. Wolfstein
IV  and  Harvey A. Turell, the two previously unaffiliated founders/shareholders
in  June  1999.  Auctionomics,  Inc.  was  formed  in  Nevada in June 1999.  The
consideration  was  500,000 shares of our common stock and a two-year warrant to
acquire  an additional 500,000 shares of our common stock at $0.50.  We provided
Auctionomics,  Inc.  with  $25,000  for  working  capital  shortly  after  the
acquisition  in  June  1999.


                                       13
<PAGE>

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

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

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to  which  we  issued  3,000,000 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.

RESEARCH  AND  DEVELOPMENT

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


                                       14
<PAGE>

EMPLOYEES

     As  of  March  31,  2001,  Go  Online  had 9 full-time employees.  Of these
employees,  four work in our administrative offices and five are employed by our
internet  kiosk  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 March 31, 2001,  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.

     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.


                                       15
<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.

     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
--  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, 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  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  of  our  divisions  have  competition  and  we could consequently lose
substantial  revenue  and  customers to our competitors.  The technology markets
are rapidly evolving and extremely competitive, with very few barriers to entry.

                                       16
<PAGE>

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.

     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.

     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.

                                       17
<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.


                                       18
<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  July  5,  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
------------          -------------                    ----------------        -----------------      -------------
Mick Schumacher        3,110,000                           560,000 (1)          3,110,000                  3.3%
Joseph M. Naughton     7,607,125                           480,000 (2)          7,607,125                  8.1%
Gareth Pursehouse              0                           515,000 (3)                  0                  0.0%
Jim Cannon             1,008,000                           150,000 (4)          1,008,000                  1.0%
M. Richard Cutler      2,410,000                           340,000 (5)          2,410,000                  2.6%
</TABLE>

(1)   Mr.   Schumacher  received  these  shares  in  connection  with  financial
      consulting  and  advisory  and  accounting services provided to Go Online.
      The  shares held by Mr. Schumacher reflects 1,160,000 shares held directly
      by  Mr.  Schumacher  and  1,950,000  shares  held  by  Prime Rate Income &
      Dividend  Enterprises,  Inc.,  of  which  Mr.  Schumacher is a controlling
      shareholder.
(2)   Mr.  Naughton received these shares for deferred salary valued at $.05 per
      share
(3)   Mr.  Pursehouse  acquired  these  shares  for  consulting  services to the
      Company valued at $.05 per share.
(4)   Mr.  Cannon  received  these shares for deferred salary valued at $.05 per
      share.
(5)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.05 per share.

                                       19
<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.

                                       20
<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  2,750,000  shares of the Company's common stock, of which
340,000 shares are registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  1999 and 2000 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.

                                       21
<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-KSB for the fiscal year ended December 31, 2000.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2001.

(iii)     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 2,750,000 shares of the Company's common stock, of
which 340,000 shares are registered in this Prospectus.


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 between the Company and Gareth Pursehouse dated
         June 11, 2001.

23.1    Consent of Miller & McCollom

23.2    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 July 9, 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
July 9, 2001


   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie
July 9, 2001


   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon
July 9, 2001



                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 71068}]
{"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": "333-64760", "film-number": "1676612"}, "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 JULY 9, 2001
                                              REGISTRATION NO.

                     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)

                             Legal Services Agreement
                 Financial Consulting and Accounting Service Agreement
                              Consulting Agreements
                            Salary Deferral 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       2,045,000         $0.05 (1)             $102,250          $ 25.57
           ----------------    ---------             ---------         --------
Total                                                                  $ 25.57

(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
July 3, 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

                         2,045,000  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  (i)  pursuant  to  a  Legal  Services Agreement for legal
services,  (ii)  pursuant  to an agreement with the Company to provide financial
consulting  and accounting services to the Company; (ii)  pursuant to consulting
agreements with the Company; or (iv) pursuant to deferred salary by the employee
from the Company.

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  16.

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.
                              ________________________

                                  July  9,  2001

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    16
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    18
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    19
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   20
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    21
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
                               ________________________

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 April 2, 2001,  Form 10-QSB filed on May 15, 2000,
Form 10-QSB filed on August 17, 2000, Form 10-QSB  filed  on  November 14, 2000,
And Go Online's Form 10-QSB filed on May 15, 2001  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 utilizing a
two-tiered revenue model.  In initiating our strategy, we acquired and currently
operate  two  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.  As of December 31, 2000,
Go  Online  has 217 hotels installed offering our GoOnline service utilizing 221
kiosks.  29  kiosks  have been removed from financial unproductive locations and
are  being  refurbished  for redistribution to new locations by the company.  18
newly  refurbished  units  which  were  also removed from financial unproductive
locations are or will be in transit to new locations.  The company salvaged four
units  utilizing  spare  parts  from  these  units  to  refurbish  some  of  the
aforementioned  units.

     Digital  West  Marking,  Inc.

     Digital  West  is  a computer service firm based in Chatsworth, California,
north of Los Angeles.  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  businessor personal, are a substantial potential market for

                                        4
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.

     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

                                        5
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

          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.

                                        6
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:

     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,  as  of  December 31, 2000, Go Online has 217 hotels installed
offering our GoOnline service utilizing 221 kiosks.  29 kiosks have been removed
from  financial  unproductive  locations  and  are  being  refurbished  for
redistribution  to  new  locations  by  the company.  18 newly refurbished units
which  were also removed from financial unproductive locations are or will be in
transit to new locations.  The company salvaged four units utilizing spare parts
from  these  units  to refurbish some of the aforementioned units.  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 claimsprocessing, 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.

                                        7
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  December 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

                                        8
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.

     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

                                        9
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

     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 is relatively  new,  rapidly evolving and
competitive,  and  we  expect  competition  to intensify in the future.  We will
compete  with  many  other  companies  which  offer the same types of service to
customers.

     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

                                       10
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  itsgrowth  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.

SALES  AND  MARKETING

     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.

                                       11
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.

     As  of  December  31, 2000, Go Online has 217 hotels installed offering our
GoOnline  service  utilizing  221  kiosks.  29  kiosks  have  been  removed from
financial unproductive locations and are being refurbished for redistribution to
new  locations  by  the  company.  18  newly  refurbished  units which were also
removed  from  financial unproductive locations are or will be in transit to new
locations.  The  company  salvaged  four  units utilizing spare parts from these
units  to  refurbish  some  of  the  aforementioned  units.

     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  products and Digital
West's  policies  and  procedures.

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.

                                       12
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 the  developer of
ShopGoOnline.com, investing $25,000 for a 75% equity interest.  ShopGoOnline.com
was  our  business-to-consumer  e-commerce website which opened for operation in
July 1999. ShopGoOnline sold a variety of products utilizing real-time streaming
video  and  audio to market the products.  During late 2000 Go Online determined
that  ShopGoOnline  was  not profitable and unlikely to reach profitability in a
reasonable  period  of time and determined that the Company's resources would be
better  utilized  to  capitalize  and  finance  our  Digital  West  division.
Consequently,  Go  Online  terminated  ShopGoOnline  effective  March  20, 2001.

     AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of
that  corporation  received  a  repurchase  option  to  acquire  back 26% of the
outstanding  shares  from us.  We subsequently purchased this repurchase option.
We issued to Scott Claverie 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.

     We  acquired  a 75% interest in Auctionomics, Inc. from Nathan A. Wolfstein
IV  and  Harvey A. Turell, the two previously unaffiliated founders/shareholders
in  June  1999.  Auctionomics,  Inc.  was  formed  in  Nevada in June 1999.  The
consideration  was  500,000 shares of our common stock and a two-year warrant to
acquire  an additional 500,000 shares of our common stock at $0.50.  We provided
Auctionomics,  Inc.  with  $25,000  for  working  capital  shortly  after  the
acquisition  in  June  1999.

                                       13
On May 10, 2000, we sold our interest in  Auctionomics back to its original
founders.  As  consideration for the sale, Mr. Wolfstein and Mr. Turell returned
the  500,000  shares  which  were  to  be  issued  to them in the acquisition of
Auctionomics,  and  terminated  the  warrants.  Their  contractual rights to any
bonuses  was also terminated.  Finally, Mr. Wolfstein and Mr. Turell both agreed
to  provide  consulting  services  to  Go Online for a period of three months to
assist  with  the  divestiture  of  Auctionomics.

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

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to  which  we  issued  3,000,000 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.

RESEARCH  AND  DEVELOPMENT

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

                                       14
EMPLOYEES

     As  of  March  31,  2001,  Go  Online  had 9 full-time employees.  Of these
employees,  four work in our administrative offices and five are employed by our
internet  kiosk  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 March 31, 2001,  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.

     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.

                                       15
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.

     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
--  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, 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  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  of  our  divisions  have  competition  and  we could consequently lose
substantial  revenue  and  customers to our competitors.  The technology markets
are rapidly evolving and extremely competitive, with very few barriers to entry.

                                       16
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.

     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.

     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.

                                       17
USE  OF  PROCEEDS

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

                                       18
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  July  5,  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
------------          -------------                    ----------------        -----------------      -------------
Mick Schumacher        3,110,000                           560,000 (1)          3,110,000                  3.3%
Joseph M. Naughton     7,607,125                           480,000 (2)          7,607,125                  8.1%
Gareth Pursehouse              0                           515,000 (3)                  0                  0.0%
Jim Cannon             1,008,000                           150,000 (4)          1,008,000                  1.0%
M. Richard Cutler      2,410,000                           340,000 (5)          2,410,000                  2.6%
(1)   Mr.   Schumacher  received  these  shares  in  connection  with  financial
      consulting  and  advisory  and  accounting services provided to Go Online.
      The  shares held by Mr. Schumacher reflects 1,160,000 shares held directly
      by  Mr.  Schumacher  and  1,950,000  shares  held  by  Prime Rate Income &
      Dividend  Enterprises,  Inc.,  of  which  Mr.  Schumacher is a controlling
      shareholder.
(2)   Mr.  Naughton received these shares for deferred salary valued at $.05 per
      share
(3)   Mr.  Pursehouse  acquired  these  shares  for  consulting  services to the
      Company valued at $.05 per share.
(4)   Mr.  Cannon  received  these shares for deferred salary valued at $.05 per
      share.
(5)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.05 per share.

                                       19
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.

                                       20
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  2,750,000  shares of the Company's common stock, of which
340,000 shares are registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  1999 and 2000 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.

                                       21
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-KSB for the fiscal year ended December 31, 2000.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2001.

(iii)     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 2,750,000 shares of the Company's common stock, of
which 340,000 shares are registered in this Prospectus.

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 between the Company and Gareth Pursehouse dated
         June 11, 2001.

23.1    Consent of Miller & McCollom

23.2    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 July 9, 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
July 9, 2001

   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie
July 9, 2001

   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon
July 9, 2001

                                      II-3