AS FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON MAY 19, 2000
                                              REGISTRATION NO. 333-____________



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

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

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



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



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

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

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

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

                         CALCULATION OF REGISTRATION FEE

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


Common
Stock,
par value
$0.001       560,000           $0.29 (1)             $162,400           $42.88
           ----------------    ---------             ---------         --------

(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
May 17,  2000.


<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.

                                REOFFER  PROSPECTUS

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

                         560,000  SHARES  OF  COMMON  STOCK


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

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

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

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

                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  16.


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

                                  May 17, 2000


                                        1
<PAGE>

                                           TABLE OF CONTENTS


Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    15
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    17
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    18
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   18
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
                               ________________________

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

WHERE  YOU  CAN  FIND  MORE  INFORMATION

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

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

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

                             INCORPORATED DOCUMENTS

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


                                        2
<PAGE>

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

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at Go Online 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.


                             THE COMPANY

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

     Internet  Kiosk  Division
     -------------------------

     We  are  pursuing  a strategy in the installation of internet kiosks in the
mid-priced hotel market.  Our internet kiosks, designed in three primary models,
are  installed  in  the  hotel lobby or an alternative centralized public access
room.  Our  kiosk  division has developed two suppliers capable of manufacturing
small,  integrated  kiosks  that can provide pay-as-you-use stand-alone internet
access.  At  no  cost  to  the  hotel owner and sharing revenues with us and the
owner,  our  internet kiosks have been and will continue to be marketed to these
mostly  mid-priced  hotels  by  sales  agent organizations employed by our kiosk
division.  Presently,  369  hotels  have  signed  contracts  and  167  have been
installed  as  of  January  10, 2000.  We believe that we will have many more by
year end and hope to reach our goals of installation of enough kiosks to make us
profitable  by  the  first  quarter  of  2001.

     ShopGoOnline.com
     ----------------

     Utilizing online video and audio technology to assist with customer review,
our  ShopGoOnline.com internet website offers a variety of products and services
via the world wide web.  ShopGoOnline.com sells products such as jewelry, coins,
collectibles,  electronics,  computers,  skin  care  and  beauty  products,  and
personal  fitness  products.  At  ShopGoOnline.com,  the customer can search for
products  we  have  to  sell  by  category  or by product name and obtain a full
description  of the product offer including a complete audio presentation of the
product  as  well  as  a  video  demonstration  when  appropriate.

     Auctionomics.com
     ----------------

     On  May  10,  2000,  we  sold  our  seventy-five  percent (75%) interest in
Auctionomics,  Inc., a  Nevada  corporation, back to its founders, Harvey Turell
and Nathan Wolfstein.


                                        3
<PAGE>

     THE  HOTEL  INTERNET  KIOSK

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

     Within  the hotel industry, the primary attention paid to travelers to date
has been in the upscale, high priced and luxury hotels segments.  These affluent
travelers  are  viewed  as  the most likely to pay for the cost of technological
solutions to internet access and entertainment demand.  The twin demand drivers,
entertainment  and  internet,  are  expected  to  pay  for  these  sophisticated
technological  solutions.

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

     In  the  upscale  and  luxury hotel category, the two leading companies, On
Command  and LodgeNet have reported substantial losses in building their in-room
entertainment  and  internet  access  business  in  luxury hotels.  LodgeNet now
services  4,700  lodging  properties  with  725,000  rooms,  providing on demand
movies,  video  games,  high-speed  internet  access  and  other  programming.
LodgeNet's losses narrowed in the first six months of 1999 to ($16 million) from
($36  million) in the first half of 1998.  Its competitor, On Command, claims an
installed base of 942,000 rooms, of which 11,000 rooms represent installation of
its new OCX platform including high-speed internet access.  Losses at On Command
for  the  first  six  months  of  1999  remained  flat at ($15 million) with the
comparable  1998  period.

     Aside  from  the current losses encountered in acquiring and installing new
accounts, and building new service technologies that include high speed internet
access, the room based services in upscale hotels require the companies to front
a  high  cost per room investment.  Capital outlays of $400 per room are common.
High-speed  internet  access  generally  revolves  around  installation  of a T1
network  service (essentially a high speed digital type of telephone line) that,
while available, has significant installation, maintenance, and operating costs.
Daily  per  room  fees  for  this  unlimited internet access approach $10.  Both
companies  offer  differing  versions  of  in-room  connectivity  for  laptops.

     Airport  based  internet  access  holds  significant  potential.  There are
significant  complexities,  costs,  and  time  encountered  for  marketing,
contracting,  and  installing  with  multiple  airport  public authorities.  The
prototype  units  being  installed  are generally sophisticated, expensive units
that  integrate  internet  services  with  multiple advertising side panels with
electronic  traveler  information  systems.  GTE is a major factor in this large
market.



                                        4
<PAGE>

     THE  MID-PRICED  HOTEL  MARKET

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

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

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

     GROWTH  OF  THE  ONLINE  AUCTION

     The  internet  offers  for  the  first  time  the  opportunity  to create a
marketplace  for  person-to-person  trading--the  exchange  of  goods  between
individuals.  This  trading  has  traditionally  been  conducted through trading
forums,  such as classified advertisements, collectibles shows, garage sales and
flea markets, or through intermediaries, such as auction houses and local dealer
shops.  These  markets  are  inefficient  because,  among  other  things:

*    their  fragmented,  regional  nature  makes  it difficult and expensive for
     buyers and sellers to meet, exchange information and complete transactions;
*    they  offer  a  limited  variety  and  breadth  of  goods;
*    they  often  have  high  transaction  costs  from  intermediaries;  and
*    they are information inefficient, as buyers and sellers lack a reliable and
     convenient  means  of  setting  prices  for  sales  or  purchases.

     An internet-based centralized trading place can overcome the inefficiencies
associated  with traditional person-to-person trading by facilitating buyers and
sellers  meeting,  listing  items  for sale, exchanging information, interacting
with  each  other  and,  ultimately,  consummating  transactions. Through such a
trading  place,  buyers can access a significantly broader selection of goods to
purchase  and  sellers have the opportunity to sell their goods efficiently to a
broader  base  of  buyers.  Because  of the internet's efficiency, the number of
online  auction  purchasers  is  expected  to  increase.



                                        5
<PAGE>

OUR  PRODUCTS  AND  SERVICES

     SHOPGOONLINE.COM

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

     ShopGoOnline.com  offers  a  variety of products and services via the world
wide  web.  ShopGoOnline.com  sells  products  such as household items, jewelry,
coins,  collectibles, electronics, computers, skin care and beauty products, and
personal  fitness  products.  Almost  anything  that  is normally offered to the
public  through traditional retail or exclusive TV offers or infomercials can be
available  through  e-commerce  on  the  internet.

     At ShopGoOnline.com, the customer can search for products by category or by
product name and obtain a full description of the product offer including a full
color  picture and full-motion video.  In addition, the customer will be able to
view  the  TV offer in part or in its entirety all from the ShopGoOnline.com web
site.

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

     Our ShopGoOnline.com division derives revenue from three different sources:

1.     Direct  Sales B from selling product and services that are offered on the
       web  site.
2.     Indirect  sales  B  by referring our customers to "link share" numbers to
       purchase  products  advertised  on  our  web  site.
3.     Web  hosting  B  by  hosting  other  web  pages that reside on our server

     Our  ShopGoOnline.com  web  site  opened for business on July 6, 1999.  Our
site  is now open 24 hours a day, 365 days a year.  We are in the initial growth
phase  of  our  sales and advertising.  For the period from inception of our web
site  until December 31, 1999, we have had total gross sales of $21,456 on total
expenses  associated  with  ShopGoOnline  of  $212,856  B  a  loss  of $182,612.
Additional  income  of  $22,219  was generated by ShopGoOnline for a business to
business  web site development project for an outside third party.  Our products
are shipped by our vendors via a method of the vendor's choice, although to date
most  of  our  vendors  have  selected  UPS  as  their  primary  shipper.

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

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



                                        6
<PAGE>

     We  supply  the  products sold on ShopGoOnline.com directly from agreements
with  vendors  who  sell  on our site.  These vendors include 5th Avenue, Ingram
Micro,  Ingram Entertainment, Panda America, Guthey Renker and Carefree Traders.
We  generally  do  not  warehouse  any  inventory ourselves for resale.  We make
arrangements  with each individual vendor to package, ship and notify us of sale
and delivery.  We obtain payment from our customers and pay the vendors directly
for  these  products.

     On  September  15,  1999  we entered into an agreement with Panoscan, Inc.,
through  which  Panoscan  will  work  with  ShopGoOnline  to develop new ways to
present  and  promote  products  using  digital imaging.  Specifically, Panoscan
agreed  to  use its camera system to capture images for use on the Vera's in the
Glen  area  of  the  ShopGoOnline  site.  We  agreed  to  credit Panoscan in our
promotions  and  press  releases.  Panoscan  has  completed  their  work  on the
specific  site  section  and  it  has  been  implemented  on  our  web  site.

     INTERNET  KIOSK  DIVISION

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

     We  have  contractual  arrangements  with  iCom  Network,  Inc.  as well as
Infotouch  Technologies,  Inc.,  two suppliers who manufacture small, integrated
kiosks  that  can  provide  pay  as  you  use  stand alone internet access.  Our
agreement  with  iCom  provides  that we agree to purchase five hundred internet
kiosks  over  twelve  months  with  a minimum of 25 per month at a cost to us of
$3,250.00  per  kiosk (payable net 15 days after shipment).  On June 22, 1999 we
agreed  to  purchase  50  surfnet  internet  terminals from Infotouch during the
subsequent  45  days  at  between $3,195.00 and $3,395.00 each (depending on the
specific  model  chosen).

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

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

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

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



                                        7
<PAGE>

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

*    Revenues  and  earnings  streams  generated  by  the existing and potential
     kiosks.
*    Advertising revenues to be sold as spots and banners on the hotels' kiosks.
     This  revenue  is  based  on  "eyeballs"  generated.
*    A  value  derived from the exclusive 4-year internet service contract for a
     hotel  (with  potential for 8 year exclusive contracts).  The aggregate
     value of these contracts should  grow  geometrically as hotels are added,
     representing future  revenue  streams  and the exclusive right to provide
     that hotel's guests with  internet  services.  Operating  experience  will
     refine  the  value.
*    Tie-ins  to  our  other  services  by  usage promotional affinity programs,
     including  ShopGoOnline.com.
*    Develop  branded  "rewards"  programs  for hotels to give their guests that
     operate  through  the  kiosk.

     Although  we  cannot  be  sure  that we will be successful in marketing our
internet  kiosks,  we  intend  to  have  the 2,000 internet kiosks installed and
operating in hotels at the end of a two-year period.  Presently, 369 hotels have
signed  contracts  and  167  have  been  installed  as of January 10, 2000 in 25
different  states.  Our  existing  customers  include franchises of Ramada Inns,
Holiday  Inns, Howard Johnsons, Econolodge, Radisson Inn and Country Suites.  No
one  customer  or  chain  accounts  for a substantial portion of our business to
date.  A majority of our kiosk sites are in metropolitan areas such as: Atlanta,
GA;  Washington,  DC;  Birmingham, AL; Houston, TX; Dallas, TX; San Antonio, TX;
Orlando,  FL;  Chicago,  IL;  Phoenix,  AZ;  Nashville, TN; Charlotte, NC; Grand
Rapids,  MI; Oklahoma City, OK etc.   329 of the 369 sites are located within 10
miles  of  an  international  or  regional  airport.

COMPETITION

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

*    ShopGoOnline.

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

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



                                        8
<PAGE>

*    Internet  Kiosks.

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

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

GOVERNMENT  REGULATION

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



                                        9
<PAGE>

SALES  AND  MARKETING

     Web  Promotion  &  Advertising

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

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

Specifically,  these  firms  provide  :

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

     To  date,  we  have entered into agreements with Website Results, LinkShare
Corporation  and Doubleclick. Our Website Results contract is designed to assist
us  in  building  traffic  to  our  website  by developing key indices on search
engines.  ShopGoOnline.com  is  a Platinum Program subscriber to Website Results
which  specializes in developing multiple "doorway" pages for internet customers
for  their  subscribers.  The  "doorway"  program  is  a system to rank multiple
keyword phrases for Website Result's clients to establish high ranking for those
phrases with the major search engines to build traffic by optimizing rankings in
order  to  produce  quality  targeted  traffic for our website.  We also have an
agreement  with  LinkShare  through  which  we receive revenues and pay fees for
receiving  traffic  from  other  better  known  sites  and referring web traffic
through  our  sites.  We  have  agreed  with  DoubleClick  to  obtain  1,000,000
impressions on Doubleclick with "click through" to our ShopGoOnline website.  We
paid  $15,000  for  this  first  agreement.

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



                                       10
<PAGE>

     The  paper  version  of Auction Weekly has always listed 300+ auctions each
week  while  the online database is updated daily.  Auction Advisory gives users
early warning and up to the minute changes, similar to traditional, short-notice
"public  notices".

     Auction Weekly is mailed first class every Tuesday. This 32-page newsletter
comprehensively  lists  all  auctions  in the Southwest (AZ, CA, CO, NM, NV, TX,
UT).  The  newsletter lists virtually every type of auction from large to small.
Auction  Weekly  lists  government  auctions,  estates, IRS, U.S. customs, city,
county,  state, bankruptcy, lien auctions, antiques, business liquidations, U.S.
Dept.  of  Defense,  and  U.S.  Marshal.

     Internet  Kiosk  Marketing

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

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

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

*    Distribute  plastic affinity cards to reward users with credits to be spent
at  our ShopGoOnline.com web site.  Affinity members or guests of certain hotels
will be offered free minutes to check for their e-mail at check-in.  Some hotels
look  to  also use the kiosks as a center around which to develop a stay rewards
program  for  their  guests.

*    Develop  catalogs  for periodic mailing to users of the kiosks for purchase
opportunities  at  our  online  sites.

*    Retain sales agencies to represent our kiosk division to acquire agreements
to place internet kiosks in hotels within the United States and internationally.
Our  most  recent  sales  agreement  was  with  Midwest Internet Solutions, Inc.
covering  Indiana,  Michigan,  and  Ohio.

     Through  December  31,  1999,  we have installed a total of 167 kiosks and
have  agreements  signed  with  369  sites.



                                       11
<PAGE>

OUR  BACKGROUND

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

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

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

     Subsequent  to  the sale, we made our initial investment in AMS Acquisition
Corp.,  a previously unaffiliated corporate entity which was and continues to be
the  developer of ShopGoOnline.com, investing $25,000 for a 75% equity interest.
AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of that
corporation  received a repurchase option to acquire back 26% of the outstanding
shares from us.  We subsequently purchased this repurchase option.  We issued to
management  (primarily  its  President  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.  The
shareholders,  Messrs.  Turell and Wolfstein, are entitled to receive a bonus of
25%  of  Auctionomics.com  pre-tax  income,  so  long  as  they retain their 25%
ownership.  If  their  shareholdings  are  reduced,  the  bonus  is  reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

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

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

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to  which  we  issued  3,000,000 of our newly-issued shares of
common  stock  to  acquire  Westlake.  Westlake was a reporting company with the
Securities  and  Exchange Commission.  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.



                                       12
<PAGE>

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  March 31,  2000,  we  had  9  full-time  employees  and 8 part time
employees,  including  employees  in each of our divisions.  Of these employees,
four work in our administrative offices, five are employed by our internet kiosk
division,  and nine  are  employed  by  our  ShopGoOnline.com division.  None of
our employees is covered by  any collective  bargaining  agreement.  We  believe
that  our  relations  with  our employees  are  good.

FACILITIES

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

     Effective  May  15,  1999,  we  entered  into  a  lease for office space in
northern  California  used  by  our  ShopGoOnline.com division.  The term of the
lease  is  for  5 years with monthly base rent payments of $1,615. The base rent
amounts  are  subject  to  increases  of  3%  per  annum.  We  have the right to
terminate  the lease between May 15, 2000 and June 15, 2000 and also between May
15, 2002 and June 15, 2002.  The first years rent was prepaid.  Future base rent
commitments  during  the years ended December 31 under this lease are summarized
as  follows:  2000 - $ 19,380; 2001 - $19,380; 2002 - $ 19,380; 2003 - $ 19,380;
and  2004  -  $  8,075.

     Effective August 12, 1999, we entered into a lease for office space for our
marketing  department located at 13101 Washington Blvd., Suite 231, Culver City,
California.  The  term of the lease is until September 30, 2000, with a month to
month  tenancy  thereafter,  with  monthly  base  rental of $1,254.00 per month.

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



                                       13
<PAGE>

LEGAL  PROCEEDINGS

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

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

                                  RISK  FACTORS

In  this  section  we  highlight  some  of the risks associated with Go Online's
business  and  operations.  Prospective  investors should carefully consider the
following risk factors when evaluating an investment in the common stock offered
by  this  Reoffer  Prospectus.

     INVESTORS CANNOT DETERMINE POTENTIAL REVENUES, PROFITS OR FAILURES FROM OUR
HISTORY  BECAUSE  OUR  INTERNET RELATED BUSINESSES HAVE EXISTED FOR ONLY A SHORT
PERIOD  OF TIME.  . Our executive officers commenced our major lines of business
--  the  Shop  Go Online e-commerce  site and our Go Online kiosk businesses --
relatively recently.  Accordingly, you can evaluate our business,  and therefore
our  future prospects,  based only on a limited operating history.  In addition,
you   must  consider  our   prospects  in  light  of the risks and uncertainties
encountered  by companies  in  an early stage of development in new and  rapidly
evolving  markets.


                                       14
<PAGE>

     WE  HAVE  NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE. We
have incurred losses in our business operation since our inception. We expect to
continue  to  lose  money for the foreseeable future, and we do not know when we
will  become  profitable,  if  at  all.  Failure  to  achieve  and  maintain
profitability  may  adversely  affect  the  market  price  of  our common stock.

     OUR  AUDITORS  HAVE  ADVISED  THAT  WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE  IN BUSINESS.  Our auditors in their report included in this prospectus
have  expressed  doubt  about  our ability to continue as a going company.  That
risk  is  primarily  dependent  on  our  ability  to  raise  sufficient money to
undertake our new business plan.  If we do not continue as a business, our stock
would  be  worth  substantially  less.

     WE  MAY  BE  UNABLE TO MEET OUR CAPITAL REQUIREMENTS WHICH MAY SLOW DOWN OR
CURTAIL  OUR  BUSINESS  PLANS  .  If  our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  two  e-commerce  websites,  build  and  place sufficient kiosks or
otherwise maintain our competitive position. Since we intend to rapidly commence
advertising  our  e-commerce  sites and since we desire to place internet kiosks
rapidly  to  get  market  share,  it  is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.

     IF  OUR  ONLINE  SERVERS  FOR  SHOPGOONLINE BECAME UNAVAILABLE,  WE  COULD
LOSE  CUSTOMERS.  We  could  lose existing  or  potential  customers  for   our
ShopGoOnline business if they do not have ready access to our  online  servers,
or  if our online servers and  computer systems  do  not perform  reliably  and
to our customers' satisfaction.  Network interruptions or other computer system
shortcomings, such as inadequate capacity, could reduce  customer  satisfaction
with our services or prevent customers from accessing our services and seriously
damage our reputation. As the number of individual users increases, we will need
to expand and upgrade the technology  underlying  our  online  services.  We may
be unable to predict accurately changes in the volume  of  traffic and therefore
may be unable to expand  and  upgrade  our  systems and  infrastructure  in time
to avoid system interruptions.

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

     OUR  OPERATIONS  MAY BE HARMED BY ACTIONS OUTSIDE OF OUR CONTROL BECAUSE WE
RELY  ON  OTHER  THIRD  PARTIES  IN  CONDUCTING  OUR  E-COMMERCE  OPERATIONS. In
conducting  our  operations,  we  have  decided  that  most  activities  will be
completed  by  several  other third parties.  We consequently cannot control the
quality  of  the products or the level of service they provide.  This could hurt
our  e-commerce  businesses  because  customers  could become dissatisfied.  Our
third  party  vendors  include  the  following:


                                       15
<PAGE>

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

*    Payment  processing.  We  will rely on one or two processors of credit card
transactions.  If  computer  systems  failures or other problems were to prevent
them  from  processing  our credit card transactions, we would experience delays
and  business  disruptions;  and
*
     Shipping.  We  will  use  one  or two primary delivery services to ship our
products.  Our business would suffer if labor problems or other causes prevented
these  or  any other major carriers from delivering our products for significant
time periods. We may not be able to maintain satisfactory relationships with any
of the above parties on acceptable commercial terms, and the quality of services
that  they  provide  may not remain at the levels needed to enable us to conduct
our  business  effectively.

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

     RELIANCE  ON  KIOSK PROVIDERS MAY DELAY DELIVERY AND SLOW REVENUES FROM OUR
KIOSK  DIVISION.  We  currently  rely  upon  two suppliers who developed and who
manufacturer  our  internet kiosks.  The loss of either of these suppliers could
slow  our  ability  to deliver kiosks in accordance with our hotel contracts and
consequently  could  hurt  our  relationships with those hotels and our revenues
would  decrease.  While  we believe that we could find other suppliers who could
manufacture our kiosks, we may incur increased costs and require additional time
to  deliver  those  kiosks.

     WE  MAY  NOT BE ABLE TO ACCURATELY PROJECT THE RATE OR TIMING OF INCREASES,
IF ANY, IN THE USERS OF OUR SHOPGOONLINE WEBSITE SUFFICIENTLY  TO  TIMELY EXPAND
AND  UPGRADE OUR SYSTEMS AND INFRASTRUCTURE TO ACCOMMODATE  ANY  INCREASES.
We  intend  to use internally developed systems to
operate  our  service  and  for  transaction  processing,  including billing and
collections processing. We will be required continually to improve these systems
in order to accommodate the level of use of our auction website. In addition, we
may  add new features and functionality to our services that would result in the
need  to  develop  or  license  additional  technologies.  Our  inability to add
additional  software  and  hardware  or  to  upgrade our technology, transaction
processing systems or network infrastructure to accommodate increased traffic or
transaction volume could cause unanticipated system disruptions, slower response
times, degradation in levels of customer support, impaired quality of the users'
experience  on  our  service  and  delays  in  reporting  accurate  financial
information.


                               USE  OF  PROCEEDS

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



                                       16
<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
and legal 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 May 17, 2000,  the   number  of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



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

                                                                                                      % of Shares
                        Number of                      Number of Shares                                Owned by
Selling               Shares Owned                      Registered by           Number of Shares       Shareholder
Shareholders            Before Sale                       Prospectus            Owned After Sale       After Sale
------------          -------------                    ----------------        -----------------      -------------
Harvey Turell            250,000                           250,000                    0                    0.00%
Nathan Wolfstein         250,000                           250,000                    0                    0.00%
M. Richard Cutler         60,000                            60,000                    0                    0.00%

</TABLE>

                              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.



                                       17
<PAGE>

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.


                                  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 MRC Legal Services Corporation,
which does business as the Cutler Law Group, is the beneficial owner of 60,000
shares of the Company's common stock as offered hereby.


                                     EXPERTS

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


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



                                       18
<PAGE>

                                     PART  II

                  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

(i)     Registrant's Form 10-QSB for the quarter ended March 31, 2000.

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

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

(iv)    Registrant's Registration Statement on Form S-8 filed with the
Commission on January 20, 2000.

(v)     Registrant's Registration Statement on Form S-8 filed with the
Commission on February 17, 2000.

(vi)    Registrant's Registration Statement on Form S-8 filed with the
Commission on April 20, 2000.

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

(viii)  Registrant's Current Report on Form 8-K filed with the Commission on
March 27, 2000.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.
M. Richard Cutler, the President and sole shareholder of MRC Legal Services
Corporation, which does business as the Cutler Law Group, is the beneficial
owner of 60,000 shares of the Company's common stock as offered hereby.


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 and legal services 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.

                                       19
<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.

5        Opinion of Cutler Law Group

10.1     Consulting  Agreement  with  Nathan Wolfstein dated May 10, 2000.

10.2     Consulting  Agreement  with  Harvey Turell dated May 10, 2000.

23.1     Consent of Schumacher & Associates

23.2     Consent of Miller & McCollom

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

________________________
*  Incorporated  by  reference  to  Go  Online's SB-2 Registration Statement, as
amended  by  Amendment  No.  1  filed  on  December  2,  1999.

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.

                                       20
<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 May 17,
2000.



                                          GO  ONLINE  NETWORKS  CORPORATION



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



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




   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton



   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie



   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon



   /s/   Michael  Abelson          Director
-------------------------
Michael  Abelson

                                       21
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 73155}]
{"company-data": {"conformed-name": "GO ONLINE NETWORKS CORP", "cik": "0001056617", "assigned-sic": "6770", "irs-number": "330873993", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37388", "film-number": "639919"}, "business-address": {"street1": "5681 BEACH BLVD", "street2": "SUITE 101/100", "city": "BUENA PARK", "state": "CA", "zip": "20621", "phone": "3032217376"}, "mail-address": {"street1": "5681 BEACH BLVD", "street2": "SUITE 101/100", "city": "BUENA PARK", "state": "CA", "zip": "20621"}, "former-company": {"former-conformed-name": "WESTLAKE CAPITAL CORP", "date-changed": "19980225"}}
AS FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON MAY 19, 2000
                                              REGISTRATION NO. 333-____________

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

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

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

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

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

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

Common
Stock,
par value
$0.001       560,000           $0.29 (1)             $162,400           $42.88
           ----------------    ---------             ---------         --------

(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
May 17,  2000.
EXPLANATORY  NOTE

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                REOFFER  PROSPECTUS

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

                         560,000  SHARES  OF  COMMON  STOCK

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

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

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

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

                              ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  16.

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

                                  May 17, 2000

                                        1
TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . . . . . . . .    2
Incorporated  Documents . . . . . . . . . . . . . . . . . . . . .     2
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Risk  Factors . . . . . . . . . . . . . . . . . . . . . . . . . .    15
Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . . .    17
Selling  Shareholders . . . . . . . . . . . . . . . . . . . . . .    18
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . .   18
Legal  Matters  . . . . . . . . . . . . . . . . . . . . . . . . .    19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
                               ________________________

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

WHERE  YOU  CAN  FIND  MORE  INFORMATION

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

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

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

                             INCORPORATED DOCUMENTS

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

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

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at Go Online 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.

                             THE COMPANY

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

     Internet  Kiosk  Division
     -------------------------

     We  are  pursuing  a strategy in the installation of internet kiosks in the
mid-priced hotel market.  Our internet kiosks, designed in three primary models,
are  installed  in  the  hotel lobby or an alternative centralized public access
room.  Our  kiosk  division has developed two suppliers capable of manufacturing
small,  integrated  kiosks  that can provide pay-as-you-use stand-alone internet
access.  At  no  cost  to  the  hotel owner and sharing revenues with us and the
owner,  our  internet kiosks have been and will continue to be marketed to these
mostly  mid-priced  hotels  by  sales  agent organizations employed by our kiosk
division.  Presently,  369  hotels  have  signed  contracts  and  167  have been
installed  as  of  January  10, 2000.  We believe that we will have many more by
year end and hope to reach our goals of installation of enough kiosks to make us
profitable  by  the  first  quarter  of  2001.

     ShopGoOnline.com
     ----------------

     Utilizing online video and audio technology to assist with customer review,
our  ShopGoOnline.com internet website offers a variety of products and services
via the world wide web.  ShopGoOnline.com sells products such as jewelry, coins,
collectibles,  electronics,  computers,  skin  care  and  beauty  products,  and
personal  fitness  products.  At  ShopGoOnline.com,  the customer can search for
products  we  have  to  sell  by  category  or by product name and obtain a full
description  of the product offer including a complete audio presentation of the
product  as  well  as  a  video  demonstration  when  appropriate.

     Auctionomics.com
     ----------------

     On  May  10,  2000,  we  sold  our  seventy-five  percent (75%) interest in
Auctionomics,  Inc., a  Nevada  corporation, back to its founders, Harvey Turell
and Nathan Wolfstein.

                                        3
THE  HOTEL  INTERNET  KIOSK

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

     Within  the hotel industry, the primary attention paid to travelers to date
has been in the upscale, high priced and luxury hotels segments.  These affluent
travelers  are  viewed  as  the most likely to pay for the cost of technological
solutions to internet access and entertainment demand.  The twin demand drivers,
entertainment  and  internet,  are  expected  to  pay  for  these  sophisticated
technological  solutions.

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

     In  the  upscale  and  luxury hotel category, the two leading companies, On
Command  and LodgeNet have reported substantial losses in building their in-room
entertainment  and  internet  access  business  in  luxury hotels.  LodgeNet now
services  4,700  lodging  properties  with  725,000  rooms,  providing on demand
movies,  video  games,  high-speed  internet  access  and  other  programming.
LodgeNet's losses narrowed in the first six months of 1999 to ($16 million) from
($36  million) in the first half of 1998.  Its competitor, On Command, claims an
installed base of 942,000 rooms, of which 11,000 rooms represent installation of
its new OCX platform including high-speed internet access.  Losses at On Command
for  the  first  six  months  of  1999  remained  flat at ($15 million) with the
comparable  1998  period.

     Aside  from  the current losses encountered in acquiring and installing new
accounts, and building new service technologies that include high speed internet
access, the room based services in upscale hotels require the companies to front
a  high  cost per room investment.  Capital outlays of $400 per room are common.
High-speed  internet  access  generally  revolves  around  installation  of a T1
network  service (essentially a high speed digital type of telephone line) that,
while available, has significant installation, maintenance, and operating costs.
Daily  per  room  fees  for  this  unlimited internet access approach $10.  Both
companies  offer  differing  versions  of  in-room  connectivity  for  laptops.

     Airport  based  internet  access  holds  significant  potential.  There are
significant  complexities,  costs,  and  time  encountered  for  marketing,
contracting,  and  installing  with  multiple  airport  public authorities.  The
prototype  units  being  installed  are generally sophisticated, expensive units
that  integrate  internet  services  with  multiple advertising side panels with
electronic  traveler  information  systems.  GTE is a major factor in this large
market.

                                        4
THE  MID-PRICED  HOTEL  MARKET

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

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

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

     GROWTH  OF  THE  ONLINE  AUCTION

     The  internet  offers  for  the  first  time  the  opportunity  to create a
marketplace  for  person-to-person  trading--the  exchange  of  goods  between
individuals.  This  trading  has  traditionally  been  conducted through trading
forums,  such as classified advertisements, collectibles shows, garage sales and
flea markets, or through intermediaries, such as auction houses and local dealer
shops.  These  markets  are  inefficient  because,  among  other  things:

*    their  fragmented,  regional  nature  makes  it difficult and expensive for
     buyers and sellers to meet, exchange information and complete transactions;
*    they  offer  a  limited  variety  and  breadth  of  goods;
*    they  often  have  high  transaction  costs  from  intermediaries;  and
*    they are information inefficient, as buyers and sellers lack a reliable and
     convenient  means  of  setting  prices  for  sales  or  purchases.

     An internet-based centralized trading place can overcome the inefficiencies
associated  with traditional person-to-person trading by facilitating buyers and
sellers  meeting,  listing  items  for sale, exchanging information, interacting
with  each  other  and,  ultimately,  consummating  transactions. Through such a
trading  place,  buyers can access a significantly broader selection of goods to
purchase  and  sellers have the opportunity to sell their goods efficiently to a
broader  base  of  buyers.  Because  of the internet's efficiency, the number of
online  auction  purchasers  is  expected  to  increase.

                                        5
OUR  PRODUCTS  AND  SERVICES

     SHOPGOONLINE.COM

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

     ShopGoOnline.com  offers  a  variety of products and services via the world
wide  web.  ShopGoOnline.com  sells  products  such as household items, jewelry,
coins,  collectibles, electronics, computers, skin care and beauty products, and
personal  fitness  products.  Almost  anything  that  is normally offered to the
public  through traditional retail or exclusive TV offers or infomercials can be
available  through  e-commerce  on  the  internet.

     At ShopGoOnline.com, the customer can search for products by category or by
product name and obtain a full description of the product offer including a full
color  picture and full-motion video.  In addition, the customer will be able to
view  the  TV offer in part or in its entirety all from the ShopGoOnline.com web
site.

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

     Our ShopGoOnline.com division derives revenue from three different sources:

1.     Direct  Sales B from selling product and services that are offered on the
       web  site.
2.     Indirect  sales  B  by referring our customers to "link share" numbers to
       purchase  products  advertised  on  our  web  site.
3.     Web  hosting  B  by  hosting  other  web  pages that reside on our server

     Our  ShopGoOnline.com  web  site  opened for business on July 6, 1999.  Our
site  is now open 24 hours a day, 365 days a year.  We are in the initial growth
phase  of  our  sales and advertising.  For the period from inception of our web
site  until December 31, 1999, we have had total gross sales of $21,456 on total
expenses  associated  with  ShopGoOnline  of  $212,856  B  a  loss  of $182,612.
Additional  income  of  $22,219  was generated by ShopGoOnline for a business to
business  web site development project for an outside third party.  Our products
are shipped by our vendors via a method of the vendor's choice, although to date
most  of  our  vendors  have  selected  UPS  as  their  primary  shipper.

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

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

                                        6
We  supply  the  products sold on ShopGoOnline.com directly from agreements
with  vendors  who  sell  on our site.  These vendors include 5th Avenue, Ingram
Micro,  Ingram Entertainment, Panda America, Guthey Renker and Carefree Traders.
We  generally  do  not  warehouse  any  inventory ourselves for resale.  We make
arrangements  with each individual vendor to package, ship and notify us of sale
and delivery.  We obtain payment from our customers and pay the vendors directly
for  these  products.

     On  September  15,  1999  we entered into an agreement with Panoscan, Inc.,
through  which  Panoscan  will  work  with  ShopGoOnline  to develop new ways to
present  and  promote  products  using  digital imaging.  Specifically, Panoscan
agreed  to  use its camera system to capture images for use on the Vera's in the
Glen  area  of  the  ShopGoOnline  site.  We  agreed  to  credit Panoscan in our
promotions  and  press  releases.  Panoscan  has  completed  their  work  on the
specific  site  section  and  it  has  been  implemented  on  our  web  site.

     INTERNET  KIOSK  DIVISION

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

     We  have  contractual  arrangements  with  iCom  Network,  Inc.  as well as
Infotouch  Technologies,  Inc.,  two suppliers who manufacture small, integrated
kiosks  that  can  provide  pay  as  you  use  stand alone internet access.  Our
agreement  with  iCom  provides  that we agree to purchase five hundred internet
kiosks  over  twelve  months  with  a minimum of 25 per month at a cost to us of
$3,250.00  per  kiosk (payable net 15 days after shipment).  On June 22, 1999 we
agreed  to  purchase  50  surfnet  internet  terminals from Infotouch during the
subsequent  45  days  at  between $3,195.00 and $3,395.00 each (depending on the
specific  model  chosen).

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

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

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

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

                                        7
The  kiosk  division  business  plan  has  several  multi-level, integrated
strategies  to  maximize our revenues and business value from the kiosks.  These
revenue  and  valuation  sources  are  as  follows:

*    Revenues  and  earnings  streams  generated  by  the existing and potential
     kiosks.
*    Advertising revenues to be sold as spots and banners on the hotels' kiosks.
     This  revenue  is  based  on  "eyeballs"  generated.
*    A  value  derived from the exclusive 4-year internet service contract for a
     hotel  (with  potential for 8 year exclusive contracts).  The aggregate
     value of these contracts should  grow  geometrically as hotels are added,
     representing future  revenue  streams  and the exclusive right to provide
     that hotel's guests with  internet  services.  Operating  experience  will
     refine  the  value.
*    Tie-ins  to  our  other  services  by  usage promotional affinity programs,
     including  ShopGoOnline.com.
*    Develop  branded  "rewards"  programs  for hotels to give their guests that
     operate  through  the  kiosk.

     Although  we  cannot  be  sure  that we will be successful in marketing our
internet  kiosks,  we  intend  to  have  the 2,000 internet kiosks installed and
operating in hotels at the end of a two-year period.  Presently, 369 hotels have
signed  contracts  and  167  have  been  installed  as of January 10, 2000 in 25
different  states.  Our  existing  customers  include franchises of Ramada Inns,
Holiday  Inns, Howard Johnsons, Econolodge, Radisson Inn and Country Suites.  No
one  customer  or  chain  accounts  for a substantial portion of our business to
date.  A majority of our kiosk sites are in metropolitan areas such as: Atlanta,
GA;  Washington,  DC;  Birmingham, AL; Houston, TX; Dallas, TX; San Antonio, TX;
Orlando,  FL;  Chicago,  IL;  Phoenix,  AZ;  Nashville, TN; Charlotte, NC; Grand
Rapids,  MI; Oklahoma City, OK etc.   329 of the 369 sites are located within 10
miles  of  an  international  or  regional  airport.

COMPETITION

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

*    ShopGoOnline.

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

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

                                        8
*    Internet  Kiosks.

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

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

GOVERNMENT  REGULATION

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

                                        9
SALES  AND  MARKETING

     Web  Promotion  &  Advertising

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

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

Specifically,  these  firms  provide  :

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

     To  date,  we  have entered into agreements with Website Results, LinkShare
Corporation  and Doubleclick. Our Website Results contract is designed to assist
us  in  building  traffic  to  our  website  by developing key indices on search
engines.  ShopGoOnline.com  is  a Platinum Program subscriber to Website Results
which  specializes in developing multiple "doorway" pages for internet customers
for  their  subscribers.  The  "doorway"  program  is  a system to rank multiple
keyword phrases for Website Result's clients to establish high ranking for those
phrases with the major search engines to build traffic by optimizing rankings in
order  to  produce  quality  targeted  traffic for our website.  We also have an
agreement  with  LinkShare  through  which  we receive revenues and pay fees for
receiving  traffic  from  other  better  known  sites  and referring web traffic
through  our  sites.  We  have  agreed  with  DoubleClick  to  obtain  1,000,000
impressions on Doubleclick with "click through" to our ShopGoOnline website.  We
paid  $15,000  for  this  first  agreement.

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

                                       10
The  paper  version  of Auction Weekly has always listed 300+ auctions each
week  while  the online database is updated daily.  Auction Advisory gives users
early warning and up to the minute changes, similar to traditional, short-notice
"public  notices".

     Auction Weekly is mailed first class every Tuesday. This 32-page newsletter
comprehensively  lists  all  auctions  in the Southwest (AZ, CA, CO, NM, NV, TX,
UT).  The  newsletter lists virtually every type of auction from large to small.
Auction  Weekly  lists  government  auctions,  estates, IRS, U.S. customs, city,
county,  state, bankruptcy, lien auctions, antiques, business liquidations, U.S.
Dept.  of  Defense,  and  U.S.  Marshal.

     Internet  Kiosk  Marketing

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

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

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

*    Distribute  plastic affinity cards to reward users with credits to be spent
at  our ShopGoOnline.com web site.  Affinity members or guests of certain hotels
will be offered free minutes to check for their e-mail at check-in.  Some hotels
look  to  also use the kiosks as a center around which to develop a stay rewards
program  for  their  guests.

*    Develop  catalogs  for periodic mailing to users of the kiosks for purchase
opportunities  at  our  online  sites.

*    Retain sales agencies to represent our kiosk division to acquire agreements
to place internet kiosks in hotels within the United States and internationally.
Our  most  recent  sales  agreement  was  with  Midwest Internet Solutions, Inc.
covering  Indiana,  Michigan,  and  Ohio.

     Through  December  31,  1999,  we have installed a total of 167 kiosks and
have  agreements  signed  with  369  sites.

                                       11
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, IncA one for four reverse stock
split was accomplished at the same time, resulting in nine million common shares
then  outstanding.

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

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

     Subsequent  to  the sale, we made our initial investment in AMS Acquisition
Corp.,  a previously unaffiliated corporate entity which was and continues to be
the  developer of ShopGoOnline.com, investing $25,000 for a 75% equity interest.
AMS Acquisition Corp. was formed in Nevada on June 29, 1998.  Management of that
corporation  received a repurchase option to acquire back 26% of the outstanding
shares from us.  We subsequently purchased this repurchase option.  We issued to
management  (primarily  its  President  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.  The
shareholders,  Messrs.  Turell and Wolfstein, are entitled to receive a bonus of
25%  of  Auctionomics.com  pre-tax  income,  so  long  as  they retain their 25%
ownership.  If  their  shareholdings  are  reduced,  the  bonus  is  reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

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

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

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to  which  we  issued  3,000,000 of our newly-issued shares of
common  stock  to  acquire  Westlake.  Westlake was a reporting company with the
Securities  and  Exchange Commission.  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.

                                       12
RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  March 31,  2000,  we  had  9  full-time  employees  and 8 part time
employees,  including  employees  in each of our divisions.  Of these employees,
four work in our administrative offices, five are employed by our internet kiosk
division,  and nine  are  employed  by  our  ShopGoOnline.com division.  None of
our employees is covered by  any collective  bargaining  agreement.  We  believe
that  our  relations  with  our employees  are  good.

FACILITIES

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

     Effective  May  15,  1999,  we  entered  into  a  lease for office space in
northern  California  used  by  our  ShopGoOnline.com division.  The term of the
lease  is  for  5 years with monthly base rent payments of $1,615. The base rent
amounts  are  subject  to  increases  of  3%  per  annum.  We  have the right to
terminate  the lease between May 15, 2000 and June 15, 2000 and also between May
15, 2002 and June 15, 2002.  The first years rent was prepaid.  Future base rent
commitments  during  the years ended December 31 under this lease are summarized
as  follows:  2000 - $ 19,380; 2001 - $19,380; 2002 - $ 19,380; 2003 - $ 19,380;
and  2004  -  $  8,075.

     Effective August 12, 1999, we entered into a lease for office space for our
marketing  department located at 13101 Washington Blvd., Suite 231, Culver City,
California.  The  term of the lease is until September 30, 2000, with a month to
month  tenancy  thereafter,  with  monthly  base  rental of $1,254.00 per month.

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

                                       13
LEGAL  PROCEEDINGS

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

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

                                  RISK  FACTORS

In  this  section  we  highlight  some  of the risks associated with Go Online's
business  and  operations.  Prospective  investors should carefully consider the
following risk factors when evaluating an investment in the common stock offered
by  this  Reoffer  Prospectus.

     INVESTORS CANNOT DETERMINE POTENTIAL REVENUES, PROFITS OR FAILURES FROM OUR
HISTORY  BECAUSE  OUR  INTERNET RELATED BUSINESSES HAVE EXISTED FOR ONLY A SHORT
PERIOD  OF TIME.  . Our executive officers commenced our major lines of business
--  the  Shop  Go Online e-commerce  site and our Go Online kiosk businesses --
relatively recently.  Accordingly, you can evaluate our business,  and therefore
our  future prospects,  based only on a limited operating history.  In addition,
you   must  consider  our   prospects  in  light  of the risks and uncertainties
encountered  by companies  in  an early stage of development in new and  rapidly
evolving  markets.

                                       14
WE  HAVE  NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE. We
have incurred losses in our business operation since our inception. We expect to
continue  to  lose  money for the foreseeable future, and we do not know when we
will  become  profitable,  if  at  all.  Failure  to  achieve  and  maintain
profitability  may  adversely  affect  the  market  price  of  our common stock.

     OUR  AUDITORS  HAVE  ADVISED  THAT  WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE  IN BUSINESS.  Our auditors in their report included in this prospectus
have  expressed  doubt  about  our ability to continue as a going company.  That
risk  is  primarily  dependent  on  our  ability  to  raise  sufficient money to
undertake our new business plan.  If we do not continue as a business, our stock
would  be  worth  substantially  less.

     WE  MAY  BE  UNABLE TO MEET OUR CAPITAL REQUIREMENTS WHICH MAY SLOW DOWN OR
CURTAIL  OUR  BUSINESS  PLANS  .  If  our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  two  e-commerce  websites,  build  and  place sufficient kiosks or
otherwise maintain our competitive position. Since we intend to rapidly commence
advertising  our  e-commerce  sites and since we desire to place internet kiosks
rapidly  to  get  market  share,  it  is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.

     IF  OUR  ONLINE  SERVERS  FOR  SHOPGOONLINE BECAME UNAVAILABLE,  WE  COULD
LOSE  CUSTOMERS.  We  could  lose existing  or  potential  customers  for   our
ShopGoOnline business if they do not have ready access to our  online  servers,
or  if our online servers and  computer systems  do  not perform  reliably  and
to our customers' satisfaction.  Network interruptions or other computer system
shortcomings, such as inadequate capacity, could reduce  customer  satisfaction
with our services or prevent customers from accessing our services and seriously
damage our reputation. As the number of individual users increases, we will need
to expand and upgrade the technology  underlying  our  online  services.  We may
be unable to predict accurately changes in the volume  of  traffic and therefore
may be unable to expand  and  upgrade  our  systems and  infrastructure  in time
to avoid system interruptions.

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

     OUR  OPERATIONS  MAY BE HARMED BY ACTIONS OUTSIDE OF OUR CONTROL BECAUSE WE
RELY  ON  OTHER  THIRD  PARTIES  IN  CONDUCTING  OUR  E-COMMERCE  OPERATIONS. In
conducting  our  operations,  we  have  decided  that  most  activities  will be
completed  by  several  other third parties.  We consequently cannot control the
quality  of  the products or the level of service they provide.  This could hurt
our  e-commerce  businesses  because  customers  could become dissatisfied.  Our
third  party  vendors  include  the  following:

                                       15
*    Fulfillment. Third parties will fulfill a significant portion of our sales.
Any  service interruptions experienced by these distribution centers as a result
of  labor problems or otherwise could disrupt or prevent fulfillment of customer
orders;

*    Payment  processing.  We  will rely on one or two processors of credit card
transactions.  If  computer  systems  failures or other problems were to prevent
them  from  processing  our credit card transactions, we would experience delays
and  business  disruptions;  and
*
     Shipping.  We  will  use  one  or two primary delivery services to ship our
products.  Our business would suffer if labor problems or other causes prevented
these  or  any other major carriers from delivering our products for significant
time periods. We may not be able to maintain satisfactory relationships with any
of the above parties on acceptable commercial terms, and the quality of services
that  they  provide  may not remain at the levels needed to enable us to conduct
our  business  effectively.

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

     RELIANCE  ON  KIOSK PROVIDERS MAY DELAY DELIVERY AND SLOW REVENUES FROM OUR
KIOSK  DIVISION.  We  currently  rely  upon  two suppliers who developed and who
manufacturer  our  internet kiosks.  The loss of either of these suppliers could
slow  our  ability  to deliver kiosks in accordance with our hotel contracts and
consequently  could  hurt  our  relationships with those hotels and our revenues
would  decrease.  While  we believe that we could find other suppliers who could
manufacture our kiosks, we may incur increased costs and require additional time
to  deliver  those  kiosks.

     WE  MAY  NOT BE ABLE TO ACCURATELY PROJECT THE RATE OR TIMING OF INCREASES,
IF ANY, IN THE USERS OF OUR SHOPGOONLINE WEBSITE SUFFICIENTLY  TO  TIMELY EXPAND
AND  UPGRADE OUR SYSTEMS AND INFRASTRUCTURE TO ACCOMMODATE  ANY  INCREASES.
We  intend  to use internally developed systems to
operate  our  service  and  for  transaction  processing,  including billing and
collections processing. We will be required continually to improve these systems
in order to accommodate the level of use of our auction website. In addition, we
may  add new features and functionality to our services that would result in the
need  to  develop  or  license  additional  technologies.  Our  inability to add
additional  software  and  hardware  or  to  upgrade our technology, transaction
processing systems or network infrastructure to accommodate increased traffic or
transaction volume could cause unanticipated system disruptions, slower response
times, degradation in levels of customer support, impaired quality of the users'
experience  on  our  service  and  delays  in  reporting  accurate  financial
information.

                               USE  OF  PROCEEDS

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

                                       16
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
and legal 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 May 17, 2000,  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
------------          -------------                    ----------------        -----------------      -------------
Harvey Turell            250,000                           250,000                    0                    0.00%
Nathan Wolfstein         250,000                           250,000                    0                    0.00%
M. Richard Cutler         60,000                            60,000                    0                    0.00%
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.

                                       17
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.

                                  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 MRC Legal Services Corporation,
which does business as the Cutler Law Group, is the beneficial owner of 60,000
shares of the Company's common stock as offered hereby.

                                     EXPERTS

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

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

                                       18
PART  II

                  INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

(i)     Registrant's Form 10-QSB for the quarter ended March 31, 2000.

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

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

(iv)    Registrant's Registration Statement on Form S-8 filed with the
Commission on January 20, 2000.

(v)     Registrant's Registration Statement on Form S-8 filed with the
Commission on February 17, 2000.

(vi)    Registrant's Registration Statement on Form S-8 filed with the
Commission on April 20, 2000.

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

(viii)  Registrant's Current Report on Form 8-K filed with the Commission on
March 27, 2000.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the Company by Cutler Law Group, counsel to the Company.
M. Richard Cutler, the President and sole shareholder of MRC Legal Services
Corporation, which does business as the Cutler Law Group, is the beneficial
owner of 60,000 shares of the Company's common stock as offered hereby.

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 and legal services 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.

                                       19
*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.

5        Opinion of Cutler Law Group

10.1     Consulting  Agreement  with  Nathan Wolfstein dated May 10, 2000.

10.2     Consulting  Agreement  with  Harvey Turell dated May 10, 2000.

23.1     Consent of Schumacher & Associates

23.2     Consent of Miller & McCollom

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

________________________
*  Incorporated  by  reference  to  Go  Online's SB-2 Registration Statement, as
amended  by  Amendment  No.  1  filed  on  December  2,  1999.

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.

                                       20
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 May 17,
2000.

                                          GO  ONLINE  NETWORKS  CORPORATION

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

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

   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton

   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie

   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon

   /s/   Michael  Abelson          Director
-------------------------
Michael  Abelson

                                       21