AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2002
                                              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.)



                              9320 Mason Avenue
                          Chatsworth, California 91311
          (Address of Principal Executive Offices, Including Zip Code)

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

                               Joseph M. Naughton
                              9320 Mason Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       3206 West Wimbledon Drive, Suite 100
                             Augusta, Georgia 30909
                                 (706) 737-6600

                         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       6,500,000         $0.015 (1)            $97,500           $ 24.38
           ----------------    ---------             ---------         --------
Total                                                                  $ 24.38

(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
August 26, 2002.


<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
                              9320 Mason Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500

                         6,500,000  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 consulting
services to the Company; and (iii) for salary.

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  10.


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.
                              ________________________

                                  August 28, 2002

                                        1
<PAGE>

                                           TABLE OF CONTENTS


Where  You  Can  Find  More  Information  . . . . . . . . . . . .   2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .   2
Business        . . . . . . . . . . . . . . . . . . . . . . . . .   4
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .  13
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .  14
Plan  of  Distribution  . . . . . . . . . . . . . . . . . . . . .  15
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .  16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

                               ________________________

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;

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 April 29, 2002 is incorporated herein by
reference.  Go Online's Form 10-KSB filed on April 15, 2002, as amended on April
26,  2002,  Go  Online's  Form 10-QSB filed on May 21, 2002 and Go Online's Form
10-QSB  filed  on  August  14,  2002  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>


                                    BUSINESS

NATURE  OF  BUSINESS

     Go  Online  Networks  is  a  technology  holding  company based in Southern
California.  Recently  Go  Online  divested  all of its internet holdings and is
focusing  its  entire  corporate  resources  on developing its computer services
division  Digital  West  Marketing.

     Through  our wholly owned subsidiary Digital West Marketing, Inc., we are a
provider  of  re-engineered  and  refurbished  computers to the secondary retail
marketplace.  We  acquired  Digital West from its founder and owner in September
2000.  At the time of our acquisition, Digital West was a provider of repair and
logistical  services  to  the  personal  computer  hardware  industry. Go Online
purchased  Digital  West  with  the  strategic plan of converting their existing
business to a business that would refurbish personal computers, laptop computers
and notebooks and sell those products rather than salvaging computers for parts.
Digital  West  had  established  vendor  relationships  with  leading  computer
companies including Compaq, Hewlett Packard, Sony, Dell and e-Machines. Building
on  those  relationships  afforded  Digital  West an easy transition to a faster
growing  and  potentially  more  profitable  marketing opportunity. Digital West
determined ample supply of computer products for its refurbishing business could
be acquired from major retail sources desirous of enhancing their asset recovery
needs  dealing  with  customer  returns.

     Digital  West's  business  has  primarily  been  focused  on  acquiring,
refurbishing  and  reselling  of  these products with approximately 15,000 items
being  refurbished  and  $6,128,555  in revenues from the sale of those products
during  the  fiscal  year  ended December 31, 2001 and approximately 1,700 items
refurbished  and  $798,596 in revenues for those refurbished products during the
fiscal  year  ended  December  31,  2000.

     Digital  West  believes  this  market segment will continue its growth as a
direct result of continuing bottom line pressure on both major manufacturers and
retailers.  Manufacturers  are  under  continuing  pressure  to  accept returned
products from their customers whether they be specialty electronic chain stores,
e-tailers,  major  box  stores  or  catalogue operators. All retail segments are
impacted  by  liberal  customer  return policies necessary to attract and retain
their  established  customer base. These factors create a need for both segments
to  seek  and  help  develop  parallel distribution methods that alleviate these
inventories and try not to compete with new products being introduced into their
primary  marketplaces.  Digital  West  is  working  with  both  retailers  and
manufacturers  to  develop  the  ever-expanding  outlet  for  these  goods.

     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  refurbishing,  marketing  and resale business
principally  from  its  24,000  square  foot distribution center at its facility
located  in  Chatsworth,  CA.  In  order at accommodate the immediate demands to
achieve  the  highest  levels  of customer satisfaction for its clients, Digital
West  has  established  an  automated  and  integrated  order  processing  and
distribution  system which allows Digital West to provide efficient and accurate
delivery  of  products  on  a  timely  basis  to meet their customers needs. All
products  for  resale  are bar coded and tracked throughout the facility through
Digital  West's  computer  network.  Goods are received and processed on a daily
basis. Finished products ready for resale are added to our computer system daily
and are entered into our system on a real time basis for our customers to review
and  purchase.

     In  addition Digital West continues on a limited basis to hold inventory to
sell  to  many  of  its  established customers, including peripheral replacement
parts  remanufactured from returned goods. These opportunity sales are developed

from  products acquired by Digital West that are not cost effective to refurbish

                                        4
<PAGE>

and  in  turn  are  salvaged  for  parts.  Digital  West  also from time to time
purchases  new  parts  in  quantity  for  some customers. Many of Digital West's
customers  prefer a remanufactured part to a new part because the remanufactured
part  often  has  the  performance  equivalent  to  a  new part, but costs less.

     Because  many  of Digital West's customers are familiar with and have ready
access to the Internet, Digital West has expanded its Internet customer services
functions and will expand its service to end-users in the second quarter of this
year.

     Services

     Digital  West  offers  a  wide  range  of  value added computer products to
secondary  retail outlets throughout the United States and is an emerging player
in  the  Electronic Manufacturing Services (EMS) sector. The company refurbishes
virtually  all  major brand personal computers, laptop and notebook computers as
well  as PDA's. Digital West is an authorized Compaq Presario Refurbisher and is
in  the  final stages of becoming an authorized Hewlett Packard Refurbished. All
products  sold  by Digital West are clearly marked and identified as refurbished
products,  unless  they  are  new  products.

     Digital  West's  major  customer has made arrangements with Digital West to
assist  it  in  its  Asset  Recovery  Program.  This  service  is  offered  on a
non-contractual  and  non-exclusive  basis.  This program allows Digital West to
collect  from  a  large  number  of  box  retail stores returned computers to be
refurbished  at a fixed fee and to share in the revenue generated by the sale of
those  products.

     Digital  West  purchases  products  from  other  retail  outlets, OEM's for
various  products other purveyors of like products. Digital West is also testing
buying  finished  refurbished  goods  directly  from the major manufacturers and
reselling  those  goods.  On any products Digital West refurbishes it offers the
buyer a standard warranty backed by Digital West. For products refurbished under
Digital  West's  Compaq Presario agreement, Compaq offers the end users a Compaq
warranty.  Digital  West  offers  all  of its customers after market assistance.

     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 refurbished computers, computer peripherals and computer
components  and  parts  to  customers  throughout  the  United  States.

     Digital West depends on a limited number of retail organizations to provide
it  with  the  inventory  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
                                        5
<PAGE>
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 supplier to
ship  goods  Digital  West could have a material adverse effect on our business.

COMPETITION

     Digital  West is a provider and reseller of refurbished computers, computer
peripherals and computer parts to the secondary retail marketplace. Digital West
services include distribution and sourcing of the products they offer as well as
inventory  management,  warranty service and claims management as well as repair
and  maintenance  services.

     The  market  for  Digital West's products is large and somewhat fragmented.
Competition  in  the  industry is widespread and comes from many small operators
selling  small  quantities  over  the  Internet  and  in  small specialty retail
outlets. Our largest competitor at this time is Micro Exchange of Dallas, Texas.
Along  with  Returnsbuy.com, a limited number of our competitors are believed to
have  substantially  greater  financial  and  other resources than Digital West.

     Digital  West  believes  that  our  rapid  growth  has  been  built  around
consistently  processing  orders  in  a  very  efficient  and  timely manner and
delivering  a  consistently  higher quality product than our competitors do. Our
service  technicians  are  general  A1  or  A+ trained and qualified giving us a
competitive  advantage  in delivering high quality products to our customers. We
see  this  advantage  as  one that will continue to serve us well in growing our
business  at  our  current  pace  into  the  foreseeable  future.

SALES  AND  MARKETING

     Digital  West's  sales  force  is  supported  by an online retail inventory
management system enabling our sales staff to respond to our customers inventory
needs  in  a  timely  and  effective  manner. Products promised to customers are
nearly always shipped in the exact quantities our customers order with little or
no  back  order  disappointments.  Digital  West sales representatives visit our
major  customers  on  a  regular  basis and many of our customers also visit our
facility on a regular basis. Digital West maintains a presence on the World Wide
Web  by  offering our customers 24/7 services to a private site with pricing and
inventories  updated  daily  in  real  time delivery methodology. Sustaining the
growth  of Digital West is dependent upon building and maintaining relationships
and  loyalties  with  our  current  and  future  customers.

OUR  BACKGROUND

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

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

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

                                        6
<PAGE>

     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 the Company 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  its  Digital  West  division.
Consequently,  the  Company  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 1,250,000 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.

     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 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.

     Prior  to  our  acquisition  of  Westlake, Westlake's business consisted of
seeking,  investigating  and  eventually  attempting  to  acquire an interest in
business  opportunities  presented to it by persons or firms who or which desire
to  seek  the  perceived  advantages  of a "reporting company". Westlake did not
restrict its search to any specific business, industry or geographical location.
Westlake  had  no capital to undertake such operations, but operated through its
officers  and  directors.

                                        7
<PAGE>

     Our  management negotiated in arms-length discussions with the shareholders
of  Westlake to complete the acquisition. In evaluating Go Online as a candidate
for  the proposed acquisition, Westlake's shareholders used criteria such as the
value  of  the  assets of Go Online, its present stock price as set forth on the
over-the-counter  bulletin  board,  its  internet  e-commerce businesses and its
hotel  internet kiosk business and other anticipated operations, and Go Online's
business  name  and reputation. Go Online believed the transaction was necessary
given  our ability timely to become otherwise through filings a reporting entity
prior  to  the deadline for becoming reporting or be removed from trading by the
over-the-counter  bulletin  board.  Given the other options available to both Go
Online  and Westlake, each determined that the consideration for the acquisition
was  reasonable.

     Prior  to  the  acquisition, Westlake's officers and directors consisted of
Joseph  J.  Pierce as President and Director and Timothy J. Brasel as Secretary,
Treasurer  and Director. Westlake's shareholders included Mr. Brasel and related
entities  with 40%, Mr. Pierce with 15%, Mr. Paul H. Dragul and related entities
with  20%,  James  R.  Sjoerdsma with 10% and Nasus Lesarb, Ltd with 5%. None of
such persons or entities have any other relationship or dealings with 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.

     On  September  26,  2000,  we  entered  into  An  Agreement  and  Plan  of
Reorganization  with  NetStrat,  Inc.,  an inactive corporation with unused cash
assets of $700,000. Also on September 26, 2000, we entered into An Agreement and
Plan  of  Reorganization  with Amer Software, Inc., another inactive corporation
with  unused  cash  assets  of  $250,000.  In accordance with the agreements, we
agreed  to issue and register shares of our common stock for the shareholders of
Amer  and  NetStrat.  In  accordance  with  that  agreement,  we  filed  an  S-4
registration  statement  and sought to complete the transaction. The cash assets
were  advanced  from  NetStrat  and  Amer  to  the Company. In December 2001, we
determined  that  completion  of  the  acquisitions  was  no longer feasible and
terminated the agreements. The cash remains as an advance from NetStrat and Amer
and  is  reflected  as  advances  payable  on  our  financial  statements.

     During  December  2001,  we  sold  our kiosk business and related assets to
ICOA,  Inc.  We  received  a  warrant  in  the amount of $100,000 allowing us to
convert  the  $100,000  warrant  into  common  stock  of  ICOA.  The  warrant is
convertible  into  the  number  of  shares  of  common  stock  of  ICOA based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after  December  18, 2001. We recorded the value of the warrants at $133,333. In
addition  to  receiving  the  warrants,  we  loaned ICOA $100,000 and included a
financing  charge  of $50,000 for a total of $150,000. The loan is a convertible
note,  convertible  to  common  stock  on  the same basis as the warrants listed
above,  with  interest at 8% and matures June 30, 2002. Because of the financial
condition  of  ICOA, we have impaired the value of the warrants in its' entirety

                                        8
<PAGE>

and  provided  an  allowance  for  collectibility  of the note for $100,000. The
remaining  $50,000  financing  charge  has  reduced the deferred financing costs
obtained  in connection with the acquisition of the funds used to make the loan.
The  $233,000  impairment  and  allowance have been included in the accompanying
Statement  of  Operations  as  a  part  of  the loss on disposal of discontinued
operations.

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As of December 31, 2001, Go Online had two full-time employeeand three part
time  employees. All of these employees work in our administrative offices. None
of  our  employees is covered by any collective bargaining agreement. We believe
that  our  relations  with  our  employees  are  good.

     Also  as of December 31, 2001, the Digital West subsidiary of Go Online had
31  full  time  employees.  Of  these  employees,  four  work  in Digital West's
administrative  division,  two  in  sales,  one  in  purchasing, one in customer
service,  ten  in technical support, eight in Digital West's warehouse facility,
two  in shipping and three in receiving. None of our employees is covered by any
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees  are  good.

FACILITIES

     Our  principal  executive offices are located at our Digital West Facility,
9320 Mason Avenue, Chatsworth, California 91311.

     Digital  West operates out of a 24,000 square foot facility located at 9320
Mason  Avenue,  Chatsworth,  California  91311.  The faciliity is leased under a
three  year  lease  that  commenced  December  1, 2000, with current monthly net
rental obligations of approximately $13,000. Digital West has an option to renew
for an additional three years at the scheduled rent plus indexed cost increases.
Digital  West  also  has  an  option  to purchase the property for $1,680,272 on
December  1,  2002.

     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

     On  December  3,  1998,  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.

                                        9
<PAGE>

RISK  FACTORS

     BEFORE  BUYING  ANY  OF  THE  SHARES  OF COMMON STOCK BEING OFFERED BY THIS
PROSPECTUS,  YOU  SHOULD CAREFULLY READ AND CONSIDER EACH OF THE RISK FACTORS WE
HAVE  DESCRIBED  IN  THIS  SECTION.

WE  HAVE  A  HISTORY  OF  LOSSES, WHICH MAY CONTINUE, REQUIRING US TO CURTAIL OR
CEASE  OPERATIONS.

         We  incurred  net  losses  from operations of $3,407,395 for the fiscal
year  ended  December 31, 2001 and $3,398,080 for the fiscal year ended December
31, 2000. We cannot assure you that we can achieve or sustain profitability on a
quarterly  or  annual  basis in the future. If revenues grow more slowly than we
anticipate,  or  if  operating  expenses  exceed  our  expectations or cannot be
adjusted  accordingly, we will continue to incur losses, which may require us to
curtail  or  cease  operations.

IF  WE  ARE  UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED.

         We  may  require  additional  funds to sustain and expand our sales and
marketing  activities,  research  and  development, and our strategic alliances,
particularly  if  a  well-financed  competitor  emerges  or  if there is a rapid
technological  shift  in  the  telecommunications  industry.  There  can  be  no
assurance  that financing will be available in amounts or on terms acceptable to
us,  if  at  all.  The  inability  to obtain sufficient funds from operations or
external  sources  would  require  us  to  curtail  or  cease  operations.


THERE  ARE  A  LARGE  NUMBER  OF  SHARES  UNDERLYING  OUR CONVERTIBLE NOTES, AND
WARRANTS  THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

         As  of  June  11,  2002,  we  had:

o        99,560,116  shares  of  common  stock  issued  and  outstanding

o        an  aggregate  of  37,850,000  shares  of  common  stock  issuable upon
         conversion  and  exercise  of  the  following  securities:

o        $750,000  principal  amount  of  convertible  debentures  that  may  be
         converted  into  36,850,000  shares  of  common  stock,  based  on
         current  market  prices;  and

o        1,600,000  warrants  to  purchase  1,600,000  shares  of  common stock.

o        663,333  shares  of  Series  A  convertible  preferred  stock

o        2,000  shares  of  series  B  convertible  preferred

         The  amount  of  securities  issuable  upon  outstanding  convertible
debentures and warrants represents 27.63% of our total outstanding common shares
and  that  due to the floating conversion rates, we do not know the exact number
of  shares  we  will issue upon conversion. In addition, The number of shares of
common  stock issuable upon conversion of the outstanding convertible debentures
will  increase  if  the  market  price of our stock declines. All of the shares,
including  all  of the shares issuable upon conversion of the note and, and upon
exercise  of  our  warrants,  may be sold without restriction. The sale of these
shares  may  adversely  affect  the  market  price  of  our  common  stock.

                                       10
<PAGE>

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION  PRICE  FEATURE  OF  OUR  CONVERTIBLE
DEBENTURES  COULD  REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES,
WHICH  WILL  CAUSE  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

          Our  obligation  to  issue  shares  upon conversion of our convertible
securities  is  essentially  limitless.

         The  following  is  an example of the amount shares of our common stock
that  is  issuable,  upon  conversion  of our convertible notes, based on market
prices  25%,  50%  and  75%  below  the market price, as of January 11, 2002, of
$0.04.

<TABLE>
<CAPTION>
<S>       <C>                 <C>                <C>                 <C>                      <C>
   % Below Market                                               Number of Shares          Percentage of
                                         Discount of 20%            Issuable            Outstanding Stock
                       Price Per Share
         25%                 $.03               $.024               36,250,000              26.77%
         50%                 $.02               $.016               54,375,000              35.42%
         75%                 $.01               $.008              108,750,000              52.32%
</TABLE>


As illustrated, the number of shares of common stock issuable upon conversion of
the outstanding convertible notes will increase if the market price of our stock
declines,  which  will  cause  dilution  to  our  existing  stockholders.

THE ISSUANCE OF SHARES UPON CONVERSION OF OUR CONVERTIBLE NOTES, AND EXERCISE OF
OUTSTANDING  WARRANTS  MAY  CAUSE  IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO OUR
EXISTING  STOCKHOLDERS.

         The  issuance  of  shares upon conversion of the convertible notes, and
exercise  of  warrants  may  result  in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the  full  amount.  Although  the  note holders may not convert their securities
and/or  exercise  their  warrants into more than 4.99% of our outstanding common
stock,  this  restriction  does not prevent the investors from converting and/or
exercising  some  of  their  holdings  and  then  converting  the  rest of their
holdings.  In this way, the investor could sell more than this limit while never
holding  more  than  this  limit.  In addition, note holders may waive the 4.99%
limitation  upon  an event of default. If this limit is waived there is no upper
limit  on  the number of shares that may be issued which will have the effect of
further  diluting  the proportionate equity interest and voting power of holders
of  our  common  stock  and  may  result  in a change of control of our company.

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION PRICE FEATURE OF OUR CONVERTIBLE NOTES
MAY ENCOURAGE THE INVESTORS TO MAKE SHORT SALES OF OUR COMMON STOCK, WHICH COULD
HAVE  A  DEPRESSIVE  EFFECT  ON  THE  PRICE  OF  OUR  COMMON  STOCK.

         The  convertible  notes are convertible into shares of our common stock
at  a  20% discount to the trading price of the common stock either prior to the
issuance  of  the  notes  or  prior  to  the conversion, whichever is lower. The
significant  downward  pressure  on the price of the common stock as the selling
stockholder  converts and sells material amounts of common stock could encourage
short  sales  by  the  selling  stockholder  or others. This could place further
downward  pressure  on  the  price  of the common stock. The selling stockholder
could  sell  common  stock into the market in anticipation of covering the short
sale  by  converting  their  securities,  which could cause the further downward
pressure  on  the  stock  price.

THE INTEREST PAYABLE ON OUR CONVERTIBLE NOTES IS ALSO CONVERTIBLE INTO SHARES OF
OUR  COMMON  STOCK.

         The  interest payable on the convertible notes is also convertible into
shares  of  our  common  stock.  The convertible notes are entitled to 8% annual
interest  payable  quarterly.  In this regard, the lower the price of our common
stock, the more shares of common stock the preferred stockholder will receive in
payment  of  dividends.

                                       11
<PAGE>

THE  LACK  OF  A  MATURE TRADING MARKET FOR OUR COMMON STOCK MAY CAUSE OUR STOCK
PRICE  TO  DECLINE  SIGNIFICANTLY  AND  LIMIT THE LIQUIDITY OF OUR COMMON STOCK.

         We do not meet the listing requirements for the listing or quotation of
our  common  stock on any national or regional securities exchange or on Nasdaq.
Currently, our common stock is traded on the Over-The-Counter Bulletin Board. As
a  result,  accurate  current quotations as to the value of our common stock are
unavailable  making  it  more  difficult  for investors to dispose of our common
stock. The lack of current quotations and liquidity can cause our stock price to
decline  or  to trade lower than the prices that might prevail if our securities
were  listed  or  quoted  on  an  exchange  or  on  Nasdaq.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

         Since  our  common  stock is not listed or quoted on any exchange or on
Nasdaq,  and no other exemptions currently apply, trading in our common stock on
the Over-The-Counter Bulletin Board is subject to the "penny stock" rules of the
SEC.  These  rules  require,  among  other things, that any broker engaging in a
transaction  in  our  securities  provide  its  customers with a risk disclosure
document,  disclosure  of  market  quotations,  if  any,  disclosure  of  the
compensation  of the broker and its salespersons in the transaction, and monthly
account  statements  showing  the  market  values  of our securities held in the
customer's  accounts.  The  brokers  must  provide  bid and offer quotations and
compensation information before making any purchase or sale of a penny stock and
also provide this information in the customer's confirmation. Generally, brokers
may  be less willing to execute transactions in securities subject to the "penny
stock"  rules.  This  may make it more difficult for investors to dispose of our
common  stock  and  cause  a  decline  in  the  market  value  of  our  stock.


                                       12
<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.

                                       13
<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 June 30, 2002.  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>


                                                                                      % 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
------------          -------------     ----------------        -----------------   -------------
<S>                      <C>                      <C>           <C>                 <C>
Joseph M. Naughton     6,647,125         2,400,000 (1)          6,647,125                   5.7%
Jim Cannon             1,168,000           600,000 (2)          1,168,000                   1.0%
M. Richard Cutler      1,755,000         1,500,000 (3)          1,755,000                   1.5%
Gary Stines            1,392,000         2,000,000 (4)          1,392,000                   1.2%
</TABLE>

(1)   Mr.  Naughton  received these shares for deferred salary valued at $.02
      per share ($48,000.00).
(2)   Mr.  Cannon  received these shares for deferred salary valued at $.02
      per share ($12,000.00).
(3)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.015 per share ($20,000.00).
(4)   Mr. Stines received these shares for services valued at $.015 per share
      ($26,665.00.00).

                                       14
<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.

                                       15
<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  3,255,000  shares of the Company's common stock, of which
1,500,000 shares are registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  2000 and 2001 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.

                                       16
<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, 2001.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2002.

(iii)   Registrant's Form 10-QSB for the quarter ended June 30, 2002.

(iiv)   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 3,255,000 shares of the Company's common stock, of
which 1,500,000 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

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  August 27,
2002.


                                          GO  ONLINE  NETWORKS  CORPORATION

                                                  /s/  Joseph  M.  Naughton
                                              -----------------------------
                                              By:     Joseph  M.  Naughton
                                              Its:    Chief  Executive  Officer
                                                      Chief Financial 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
August 27, 2002

   /s/   Scott  Claverie           Director
------------------------
Scott  Claverie
August 27, 2002


   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon
August 27, 2002



                                      II-3
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2002
                                              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.)

                              9320 Mason Avenue
                          Chatsworth, California 91311
          (Address of Principal Executive Offices, Including Zip Code)

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

                               Joseph M. Naughton
                              9320 Mason Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       3206 West Wimbledon Drive, Suite 100
                             Augusta, Georgia 30909
                                 (706) 737-6600

                         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       6,500,000         $0.015 (1)            $97,500           $ 24.38
           ----------------    ---------             ---------         --------
Total                                                                  $ 24.38

(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
August 26, 2002.
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
                              9320 Mason Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500

                         6,500,000  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 consulting
services to the Company; and (iii) for salary.

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  10.

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.
                              ________________________

                                  August 28, 2002

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information  . . . . . . . . . . . .   2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .   2
Business        . . . . . . . . . . . . . . . . . . . . . . . . .   4
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .  13
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .  14
Plan  of  Distribution  . . . . . . . . . . . . . . . . . . . . .  15
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .  16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

                               ________________________

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;

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 April 29, 2002 is incorporated herein by
reference.  Go Online's Form 10-KSB filed on April 15, 2002, as amended on April
26,  2002,  Go  Online's  Form 10-QSB filed on May 21, 2002 and Go Online's Form
10-QSB  filed  on  August  14,  2002  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
BUSINESS

NATURE  OF  BUSINESS

     Go  Online  Networks  is  a  technology  holding  company based in Southern
California.  Recently  Go  Online  divested  all of its internet holdings and is
focusing  its  entire  corporate  resources  on developing its computer services
division  Digital  West  Marketing.

     Through  our wholly owned subsidiary Digital West Marketing, Inc., we are a
provider  of  re-engineered  and  refurbished  computers to the secondary retail
marketplace.  We  acquired  Digital West from its founder and owner in September
2000.  At the time of our acquisition, Digital West was a provider of repair and
logistical  services  to  the  personal  computer  hardware  industry. Go Online
purchased  Digital  West  with  the  strategic plan of converting their existing
business to a business that would refurbish personal computers, laptop computers
and notebooks and sell those products rather than salvaging computers for parts.
Digital  West  had  established  vendor  relationships  with  leading  computer
companies including Compaq, Hewlett Packard, Sony, Dell and e-Machines. Building
on  those  relationships  afforded  Digital  West an easy transition to a faster
growing  and  potentially  more  profitable  marketing opportunity. Digital West
determined ample supply of computer products for its refurbishing business could
be acquired from major retail sources desirous of enhancing their asset recovery
needs  dealing  with  customer  returns.

     Digital  West's  business  has  primarily  been  focused  on  acquiring,
refurbishing  and  reselling  of  these products with approximately 15,000 items
being  refurbished  and  $6,128,555  in revenues from the sale of those products
during  the  fiscal  year  ended December 31, 2001 and approximately 1,700 items
refurbished  and  $798,596 in revenues for those refurbished products during the
fiscal  year  ended  December  31,  2000.

     Digital  West  believes  this  market segment will continue its growth as a
direct result of continuing bottom line pressure on both major manufacturers and
retailers.  Manufacturers  are  under  continuing  pressure  to  accept returned
products from their customers whether they be specialty electronic chain stores,
e-tailers,  major  box  stores  or  catalogue operators. All retail segments are
impacted  by  liberal  customer  return policies necessary to attract and retain
their  established  customer base. These factors create a need for both segments
to  seek  and  help  develop  parallel distribution methods that alleviate these
inventories and try not to compete with new products being introduced into their
primary  marketplaces.  Digital  West  is  working  with  both  retailers  and
manufacturers  to  develop  the  ever-expanding  outlet  for  these  goods.

     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  refurbishing,  marketing  and resale business
principally  from  its  24,000  square  foot distribution center at its facility
located  in  Chatsworth,  CA.  In  order at accommodate the immediate demands to
achieve  the  highest  levels  of customer satisfaction for its clients, Digital
West  has  established  an  automated  and  integrated  order  processing  and
distribution  system which allows Digital West to provide efficient and accurate
delivery  of  products  on  a  timely  basis  to meet their customers needs. All
products  for  resale  are bar coded and tracked throughout the facility through
Digital  West's  computer  network.  Goods are received and processed on a daily
basis. Finished products ready for resale are added to our computer system daily
and are entered into our system on a real time basis for our customers to review
and  purchase.

     In  addition Digital West continues on a limited basis to hold inventory to
sell  to  many  of  its  established customers, including peripheral replacement
parts  remanufactured from returned goods. These opportunity sales are developed

from  products acquired by Digital West that are not cost effective to refurbish

                                        4
and  in  turn  are  salvaged  for  parts.  Digital  West  also from time to time
purchases  new  parts  in  quantity  for  some customers. Many of Digital West's
customers  prefer a remanufactured part to a new part because the remanufactured
part  often  has  the  performance  equivalent  to  a  new part, but costs less.

     Because  many  of Digital West's customers are familiar with and have ready
access to the Internet, Digital West has expanded its Internet customer services
functions and will expand its service to end-users in the second quarter of this
year.

     Services

     Digital  West  offers  a  wide  range  of  value added computer products to
secondary  retail outlets throughout the United States and is an emerging player
in  the  Electronic Manufacturing Services (EMS) sector. The company refurbishes
virtually  all  major brand personal computers, laptop and notebook computers as
well  as PDA's. Digital West is an authorized Compaq Presario Refurbisher and is
in  the  final stages of becoming an authorized Hewlett Packard Refurbished. All
products  sold  by Digital West are clearly marked and identified as refurbished
products,  unless  they  are  new  products.

     Digital  West's  major  customer has made arrangements with Digital West to
assist  it  in  its  Asset  Recovery  Program.  This  service  is  offered  on a
non-contractual  and  non-exclusive  basis.  This program allows Digital West to
collect  from  a  large  number  of  box  retail stores returned computers to be
refurbished  at a fixed fee and to share in the revenue generated by the sale of
those  products.

     Digital  West  purchases  products  from  other  retail  outlets, OEM's for
various  products other purveyors of like products. Digital West is also testing
buying  finished  refurbished  goods  directly  from the major manufacturers and
reselling  those  goods.  On any products Digital West refurbishes it offers the
buyer a standard warranty backed by Digital West. For products refurbished under
Digital  West's  Compaq Presario agreement, Compaq offers the end users a Compaq
warranty.  Digital  West  offers  all  of its customers after market assistance.

     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 refurbished computers, computer peripherals and computer
components  and  parts  to  customers  throughout  the  United  States.

     Digital West depends on a limited number of retail organizations to provide
it  with  the  inventory  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
                                        5
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 supplier to
ship  goods  Digital  West could have a material adverse effect on our business.

COMPETITION

     Digital  West is a provider and reseller of refurbished computers, computer
peripherals and computer parts to the secondary retail marketplace. Digital West
services include distribution and sourcing of the products they offer as well as
inventory  management,  warranty service and claims management as well as repair
and  maintenance  services.

     The  market  for  Digital West's products is large and somewhat fragmented.
Competition  in  the  industry is widespread and comes from many small operators
selling  small  quantities  over  the  Internet  and  in  small specialty retail
outlets. Our largest competitor at this time is Micro Exchange of Dallas, Texas.
Along  with  Returnsbuy.com, a limited number of our competitors are believed to
have  substantially  greater  financial  and  other resources than Digital West.

     Digital  West  believes  that  our  rapid  growth  has  been  built  around
consistently  processing  orders  in  a  very  efficient  and  timely manner and
delivering  a  consistently  higher quality product than our competitors do. Our
service  technicians  are  general  A1  or  A+ trained and qualified giving us a
competitive  advantage  in delivering high quality products to our customers. We
see  this  advantage  as  one that will continue to serve us well in growing our
business  at  our  current  pace  into  the  foreseeable  future.

SALES  AND  MARKETING

     Digital  West's  sales  force  is  supported  by an online retail inventory
management system enabling our sales staff to respond to our customers inventory
needs  in  a  timely  and  effective  manner. Products promised to customers are
nearly always shipped in the exact quantities our customers order with little or
no  back  order  disappointments.  Digital  West sales representatives visit our
major  customers  on  a  regular  basis and many of our customers also visit our
facility on a regular basis. Digital West maintains a presence on the World Wide
Web  by  offering our customers 24/7 services to a private site with pricing and
inventories  updated  daily  in  real  time delivery methodology. Sustaining the
growth  of Digital West is dependent upon building and maintaining relationships
and  loyalties  with  our  current  and  future  customers.

OUR  BACKGROUND

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

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

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

                                        6
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 the Company 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  its  Digital  West  division.
Consequently,  the  Company  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 1,250,000 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.

     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 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.

     Prior  to  our  acquisition  of  Westlake, Westlake's business consisted of
seeking,  investigating  and  eventually  attempting  to  acquire an interest in
business  opportunities  presented to it by persons or firms who or which desire
to  seek  the  perceived  advantages  of a "reporting company". Westlake did not
restrict its search to any specific business, industry or geographical location.
Westlake  had  no capital to undertake such operations, but operated through its
officers  and  directors.

                                        7
Our  management negotiated in arms-length discussions with the shareholders
of  Westlake to complete the acquisition. In evaluating Go Online as a candidate
for  the proposed acquisition, Westlake's shareholders used criteria such as the
value  of  the  assets of Go Online, its present stock price as set forth on the
over-the-counter  bulletin  board,  its  internet  e-commerce businesses and its
hotel  internet kiosk business and other anticipated operations, and Go Online's
business  name  and reputation. Go Online believed the transaction was necessary
given  our ability timely to become otherwise through filings a reporting entity
prior  to  the deadline for becoming reporting or be removed from trading by the
over-the-counter  bulletin  board.  Given the other options available to both Go
Online  and Westlake, each determined that the consideration for the acquisition
was  reasonable.

     Prior  to  the  acquisition, Westlake's officers and directors consisted of
Joseph  J.  Pierce as President and Director and Timothy J. Brasel as Secretary,
Treasurer  and Director. Westlake's shareholders included Mr. Brasel and related
entities  with 40%, Mr. Pierce with 15%, Mr. Paul H. Dragul and related entities
with  20%,  James  R.  Sjoerdsma with 10% and Nasus Lesarb, Ltd with 5%. None of
such persons or entities have any other relationship or dealings with 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.

     On  September  26,  2000,  we  entered  into  An  Agreement  and  Plan  of
Reorganization  with  NetStrat,  Inc.,  an inactive corporation with unused cash
assets of $700,000. Also on September 26, 2000, we entered into An Agreement and
Plan  of  Reorganization  with Amer Software, Inc., another inactive corporation
with  unused  cash  assets  of  $250,000.  In accordance with the agreements, we
agreed  to issue and register shares of our common stock for the shareholders of
Amer  and  NetStrat.  In  accordance  with  that  agreement,  we  filed  an  S-4
registration  statement  and sought to complete the transaction. The cash assets
were  advanced  from  NetStrat  and  Amer  to  the Company. In December 2001, we
determined  that  completion  of  the  acquisitions  was  no longer feasible and
terminated the agreements. The cash remains as an advance from NetStrat and Amer
and  is  reflected  as  advances  payable  on  our  financial  statements.

     During  December  2001,  we  sold  our kiosk business and related assets to
ICOA,  Inc.  We  received  a  warrant  in  the amount of $100,000 allowing us to
convert  the  $100,000  warrant  into  common  stock  of  ICOA.  The  warrant is
convertible  into  the  number  of  shares  of  common  stock  of  ICOA based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after  December  18, 2001. We recorded the value of the warrants at $133,333. In
addition  to  receiving  the  warrants,  we  loaned ICOA $100,000 and included a
financing  charge  of $50,000 for a total of $150,000. The loan is a convertible
note,  convertible  to  common  stock  on  the same basis as the warrants listed
above,  with  interest at 8% and matures June 30, 2002. Because of the financial
condition  of  ICOA, we have impaired the value of the warrants in its' entirety

                                        8
and  provided  an  allowance  for  collectibility  of the note for $100,000. The
remaining  $50,000  financing  charge  has  reduced the deferred financing costs
obtained  in connection with the acquisition of the funds used to make the loan.
The  $233,000  impairment  and  allowance have been included in the accompanying
Statement  of  Operations  as  a  part  of  the loss on disposal of discontinued
operations.

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As of December 31, 2001, Go Online had two full-time employeeand three part
time  employees. All of these employees work in our administrative offices. None
of  our  employees is covered by any collective bargaining agreement. We believe
that  our  relations  with  our  employees  are  good.

     Also  as of December 31, 2001, the Digital West subsidiary of Go Online had
31  full  time  employees.  Of  these  employees,  four  work  in Digital West's
administrative  division,  two  in  sales,  one  in  purchasing, one in customer
service,  ten  in technical support, eight in Digital West's warehouse facility,
two  in shipping and three in receiving. None of our employees is covered by any
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees  are  good.

FACILITIES

     Our  principal  executive offices are located at our Digital West Facility,
9320 Mason Avenue, Chatsworth, California 91311.

     Digital  West operates out of a 24,000 square foot facility located at 9320
Mason  Avenue,  Chatsworth,  California  91311.  The faciliity is leased under a
three  year  lease  that  commenced  December  1, 2000, with current monthly net
rental obligations of approximately $13,000. Digital West has an option to renew
for an additional three years at the scheduled rent plus indexed cost increases.
Digital  West  also  has  an  option  to purchase the property for $1,680,272 on
December  1,  2002.

     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

     On  December  3,  1998,  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.

                                        9
RISK  FACTORS

     BEFORE  BUYING  ANY  OF  THE  SHARES  OF COMMON STOCK BEING OFFERED BY THIS
PROSPECTUS,  YOU  SHOULD CAREFULLY READ AND CONSIDER EACH OF THE RISK FACTORS WE
HAVE  DESCRIBED  IN  THIS  SECTION.

WE  HAVE  A  HISTORY  OF  LOSSES, WHICH MAY CONTINUE, REQUIRING US TO CURTAIL OR
CEASE  OPERATIONS.

         We  incurred  net  losses  from operations of $3,407,395 for the fiscal
year  ended  December 31, 2001 and $3,398,080 for the fiscal year ended December
31, 2000. We cannot assure you that we can achieve or sustain profitability on a
quarterly  or  annual  basis in the future. If revenues grow more slowly than we
anticipate,  or  if  operating  expenses  exceed  our  expectations or cannot be
adjusted  accordingly, we will continue to incur losses, which may require us to
curtail  or  cease  operations.

IF  WE  ARE  UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED.

         We  may  require  additional  funds to sustain and expand our sales and
marketing  activities,  research  and  development, and our strategic alliances,
particularly  if  a  well-financed  competitor  emerges  or  if there is a rapid
technological  shift  in  the  telecommunications  industry.  There  can  be  no
assurance  that financing will be available in amounts or on terms acceptable to
us,  if  at  all.  The  inability  to obtain sufficient funds from operations or
external  sources  would  require  us  to  curtail  or  cease  operations.

THERE  ARE  A  LARGE  NUMBER  OF  SHARES  UNDERLYING  OUR CONVERTIBLE NOTES, AND
WARRANTS  THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

         As  of  June  11,  2002,  we  had:

o        99,560,116  shares  of  common  stock  issued  and  outstanding

o        an  aggregate  of  37,850,000  shares  of  common  stock  issuable upon
         conversion  and  exercise  of  the  following  securities:

o        $750,000  principal  amount  of  convertible  debentures  that  may  be
         converted  into  36,850,000  shares  of  common  stock,  based  on
         current  market  prices;  and

o        1,600,000  warrants  to  purchase  1,600,000  shares  of  common stock.

o        663,333  shares  of  Series  A  convertible  preferred  stock

o        2,000  shares  of  series  B  convertible  preferred

         The  amount  of  securities  issuable  upon  outstanding  convertible
debentures and warrants represents 27.63% of our total outstanding common shares
and  that  due to the floating conversion rates, we do not know the exact number
of  shares  we  will issue upon conversion. In addition, The number of shares of
common  stock issuable upon conversion of the outstanding convertible debentures
will  increase  if  the  market  price of our stock declines. All of the shares,
including  all  of the shares issuable upon conversion of the note and, and upon
exercise  of  our  warrants,  may be sold without restriction. The sale of these
shares  may  adversely  affect  the  market  price  of  our  common  stock.

                                       10
THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION  PRICE  FEATURE  OF  OUR  CONVERTIBLE
DEBENTURES  COULD  REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES,
WHICH  WILL  CAUSE  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

          Our  obligation  to  issue  shares  upon conversion of our convertible
securities  is  essentially  limitless.

         The  following  is  an example of the amount shares of our common stock
that  is  issuable,  upon  conversion  of our convertible notes, based on market
prices  25%,  50%  and  75%  below  the market price, as of January 11, 2002, of
$0.04.
% Below Market                                               Number of Shares          Percentage of
                                         Discount of 20%            Issuable            Outstanding Stock
                       Price Per Share
         25%                 $.03               $.024               36,250,000              26.77%
         50%                 $.02               $.016               54,375,000              35.42%
         75%                 $.01               $.008              108,750,000              52.32%
As illustrated, the number of shares of common stock issuable upon conversion of
the outstanding convertible notes will increase if the market price of our stock
declines,  which  will  cause  dilution  to  our  existing  stockholders.

THE ISSUANCE OF SHARES UPON CONVERSION OF OUR CONVERTIBLE NOTES, AND EXERCISE OF
OUTSTANDING  WARRANTS  MAY  CAUSE  IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO OUR
EXISTING  STOCKHOLDERS.

         The  issuance  of  shares upon conversion of the convertible notes, and
exercise  of  warrants  may  result  in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the  full  amount.  Although  the  note holders may not convert their securities
and/or  exercise  their  warrants into more than 4.99% of our outstanding common
stock,  this  restriction  does not prevent the investors from converting and/or
exercising  some  of  their  holdings  and  then  converting  the  rest of their
holdings.  In this way, the investor could sell more than this limit while never
holding  more  than  this  limit.  In addition, note holders may waive the 4.99%
limitation  upon  an event of default. If this limit is waived there is no upper
limit  on  the number of shares that may be issued which will have the effect of
further  diluting  the proportionate equity interest and voting power of holders
of  our  common  stock  and  may  result  in a change of control of our company.

THE  CONTINUOUSLY  ADJUSTABLE  CONVERSION PRICE FEATURE OF OUR CONVERTIBLE NOTES
MAY ENCOURAGE THE INVESTORS TO MAKE SHORT SALES OF OUR COMMON STOCK, WHICH COULD
HAVE  A  DEPRESSIVE  EFFECT  ON  THE  PRICE  OF  OUR  COMMON  STOCK.

         The  convertible  notes are convertible into shares of our common stock
at  a  20% discount to the trading price of the common stock either prior to the
issuance  of  the  notes  or  prior  to  the conversion, whichever is lower. The
significant  downward  pressure  on the price of the common stock as the selling
stockholder  converts and sells material amounts of common stock could encourage
short  sales  by  the  selling  stockholder  or others. This could place further
downward  pressure  on  the  price  of the common stock. The selling stockholder
could  sell  common  stock into the market in anticipation of covering the short
sale  by  converting  their  securities,  which could cause the further downward
pressure  on  the  stock  price.

THE INTEREST PAYABLE ON OUR CONVERTIBLE NOTES IS ALSO CONVERTIBLE INTO SHARES OF
OUR  COMMON  STOCK.

         The  interest payable on the convertible notes is also convertible into
shares  of  our  common  stock.  The convertible notes are entitled to 8% annual
interest  payable  quarterly.  In this regard, the lower the price of our common
stock, the more shares of common stock the preferred stockholder will receive in
payment  of  dividends.

                                       11
THE  LACK  OF  A  MATURE TRADING MARKET FOR OUR COMMON STOCK MAY CAUSE OUR STOCK
PRICE  TO  DECLINE  SIGNIFICANTLY  AND  LIMIT THE LIQUIDITY OF OUR COMMON STOCK.

         We do not meet the listing requirements for the listing or quotation of
our  common  stock on any national or regional securities exchange or on Nasdaq.
Currently, our common stock is traded on the Over-The-Counter Bulletin Board. As
a  result,  accurate  current quotations as to the value of our common stock are
unavailable  making  it  more  difficult  for investors to dispose of our common
stock. The lack of current quotations and liquidity can cause our stock price to
decline  or  to trade lower than the prices that might prevail if our securities
were  listed  or  quoted  on  an  exchange  or  on  Nasdaq.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

         Since  our  common  stock is not listed or quoted on any exchange or on
Nasdaq,  and no other exemptions currently apply, trading in our common stock on
the Over-The-Counter Bulletin Board is subject to the "penny stock" rules of the
SEC.  These  rules  require,  among  other things, that any broker engaging in a
transaction  in  our  securities  provide  its  customers with a risk disclosure
document,  disclosure  of  market  quotations,  if  any,  disclosure  of  the
compensation  of the broker and its salespersons in the transaction, and monthly
account  statements  showing  the  market  values  of our securities held in the
customer's  accounts.  The  brokers  must  provide  bid and offer quotations and
compensation information before making any purchase or sale of a penny stock and
also provide this information in the customer's confirmation. Generally, brokers
may  be less willing to execute transactions in securities subject to the "penny
stock"  rules.  This  may make it more difficult for investors to dispose of our
common  stock  and  cause  a  decline  in  the  market  value  of  our  stock.

                                       12
USE  OF  PROCEEDS

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

                                       13
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 June 30, 2002.  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
------------          -------------     ----------------        -----------------   -------------
Joseph M. Naughton     6,647,125         2,400,000 (1)          6,647,125                   5.7%
Jim Cannon             1,168,000           600,000 (2)          1,168,000                   1.0%
M. Richard Cutler      1,755,000         1,500,000 (3)          1,755,000                   1.5%
Gary Stines            1,392,000         2,000,000 (4)          1,392,000                   1.2%
(1)   Mr.  Naughton  received these shares for deferred salary valued at $.02
      per share ($48,000.00).
(2)   Mr.  Cannon  received these shares for deferred salary valued at $.02
      per share ($12,000.00).
(3)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.015 per share ($20,000.00).
(4)   Mr. Stines received these shares for services valued at $.015 per share
      ($26,665.00.00).

                                       14
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.

                                       15
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  3,255,000  shares of the Company's common stock, of which
1,500,000 shares are registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  2000 and 2001 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.

                                       16
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, 2001.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2002.

(iii)   Registrant's Form 10-QSB for the quarter ended June 30, 2002.

(iiv)   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 3,255,000 shares of the Company's common stock, of
which 1,500,000 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

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  August 27,
2002.

                                          GO  ONLINE  NETWORKS  CORPORATION

                                                  /s/  Joseph  M.  Naughton
                                              -----------------------------
                                              By:     Joseph  M.  Naughton
                                              Its:    Chief  Executive  Officer
                                                      Chief Financial 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
August 27, 2002

   /s/   Scott  Claverie           Director
------------------------
Scott  Claverie
August 27, 2002

   /s/   James  Cannon             Director;  Secretary
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James  Cannon
August 27, 2002

                                      II-3