AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 2004
                                              REGISTRATION NO.


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

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

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



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



                              9800 Eton Avenue
                          Chatsworth, California 91311
          (Address of Principal Executive Offices, Including Zip Code)

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

                               Joseph M. Naughton
                              9800 Eton Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500
           (Name, Address, and Telephone Number of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE

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

Common
Stock,
par value
$0.0001     19,125,000         $0.003 (1)          $57,375              $ 7.06
           ----------------    ---------             ---------         --------
Total                                                                   $ 7.06

(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
October 27, 2004.


<PAGE>

EXPLANATORY  NOTE

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


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

<PAGE>

                                REOFFER  PROSPECTUS

                         GO  ONLINE  NETWORKS  CORPORATION
                              9800  Eton  Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500

                        19,125,000  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 services provided,
pursuant to a Legal Services Agreement for legal services or in consideration of
past  due  salary.

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

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

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

                              ________________________

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.
                              ________________________

                                  November 4, 2004

                                        1
<PAGE>

                                           TABLE OF CONTENTS


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

                               ________________________

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

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Go  Online  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at  450  Fifth Street, N.W.,
Washington, D.C. 20549;

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

                             INCORPORATED DOCUMENTS

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


                                        2
<PAGE>

Go  Online's Form 10-KSB filed on April 14, 2004,  as amended on April 23, 2004,
Go Online's Form 10-QSB filed on May 28, 2004, and Go Online's Form 10-QSB filed
On August 25, 2004 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 ofthisoffering, are
incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Officer at Go Online's executive offices, located at 9800
Eton  Avenue,  Chatsworth,  California  91311.  Go Online's  telephone number is
(818) 718-7500.

                                        3
<PAGE>

                               USE  OF  PROCEEDS

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

                                       4
<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 legal
services  they  provided  to Go Online and for consulting services they provided
to  Go  Online.   The  Selling Shareholders may resell all, a portion or none of
such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information available  to  the  Company  as of October 28, 2004.  The  number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

<TABLE>
<CAPTION>


                                                                                      % of Shares
                        Number of       Number of Shares                                Owned by
Selling                Shares Owned      Registered by           Number of Shares      Shareholder
Shareholders            Before Sale       Prospectus            Owned After Sale       After Sale
------------          -------------     ----------------        -----------------   -------------
<S>                      <C>                      <C>           <C>                 <C>
Joseph M. Naughton     7,427,125         5,000,000 (1)          7,427,125          3.9%
M. Richard Cutler        250,000         5,000,000 (2)            250,000      less and 1%
Robert Beide                   0         4,500,000 (3)                  0          0.0%
Kerwin Burns             450,000         2,000,000 (1)            450,000      less than 1%
Travis Novak                   0         1,000,000 (1)                  0          0.0%
Greg Barton               30,000           625,000 (1)             30,000      less than 1%
Peggy Lee                 50,000           500,000 (1)             50,000      less than 1%
Scott Claverie           937,500           500,000 (1)            937,500      less than 1%
</TABLE>

(1)   Mr. Naughton, Mr. Claverie, Mr. Barton, Mr. Novak, Ms. Lee and Mr. Burns
      all received their shares in consideration of past due salary valued at
      $.004 per share.
(2)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.003 per share ($15,000.00).
(3)   Mr. Beide received these shares in connection with services valued at
      $.0045 per share.

                                       5
<PAGE>

                              PLAN OF DISTRIBUTION

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

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

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

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

The  Company will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any Shares by the Selling  Shareholders.

                                       6
<PAGE>

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company by Cutler Law Group, Augusta, Georgia.  M. Richard Cutler, the President
and  sole  shareholder  of  Cutler  Law  Group,  PC,  is the beneficial owner of
5,250,000  shares  of  the Company's common stock, of which 5,000,000 shares are
registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  2002 and 2003 and the statements of
operations,  shareholders' equity and cash flows for the years  then ended of Go
Online  Networks  Corporation,  have  been  incorporated  by  reference  in this
Registration  Statement  in  reliance on the report of Weinberg & Company, P.A.,
certified  public accountants, given on the authority of that firm as experts in
Accounting and auditing.

                                       7
<PAGE>

                                    PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

(i)     Registrant's  Form  10-KSB for the fiscal year ended December 31, 2003
        as amended.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2004.

(iii)   Registrant's Form 10-QSB for the quarter ended June 30, 2004.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Cutler  Law  Group, counsel to the Company.
M. Richard Cutler,  the  President and sole shareholder of Cutler Law Group, PC,
is  the  beneficial  owner of 5,250,000 shares of the Company's common stock, of
which 5,000,000 shares are registered in this Prospectus.


ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

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

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.     EXHIBITS

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

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

                                      II-1
<PAGE>

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

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

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

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

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

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

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

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

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

*3.9     Bylaws  of  Go  Online  Networks  Corporation.

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

*3.11    Bylaws  of  AMS  Acquisition  Corp.

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

5        Opinion of Cutler Law Group

23.1     Consent of Weinberg & Company, P.A.

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

________________________
*  Previously filed.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

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

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

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

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                      II-2
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized, in the  City  of  Chatsworth,  State  of California,  on October 29,
2004.


                                          GO  ONLINE  NETWORKS  CORPORATION

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



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

   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton
October 2, 2004

   /s/   Scott  Claverie           Director
------------------------
Scott  Claverie
October 29, 2004



                                      II-3





                     [CUTLER LAW GROUP LETTERHEAD]

                            November 4, 2004

Securities  and  Exchange  Commission
Division  of  Corporate  Finance
Washington,  D.C.  20549

     Re:     Go  Online  Networks  Corporation

Ladies  and  Gentlemen:

       This  office  represents  Go  Online  Networks  Corporation,  a  Delaware
corporation  (the "Registrant") in connection with the Registrant's Registration
Statement  on  Form  S-8  under  the  Securities  Act of 1933 (the "Registration
Statement"),  which  relates  to  the  resale  of  up  to 5,000,000 shares by M.
Richard  Cutler in connection with legal services provided to the Registrant and
4,500,000  shares  issued  to  Robert  Beide  in  connection with other services
provided  to  the  Registrant,  as  well as salary deferment of 5,000,000 shares
issued to Joseph M. Naughton, 2,000,000 shares issued to Kerwin Burns, 1,000,000
shares  issued  to  Travis  Novak, 625,000 shares issued to Greg Barton, 500,000
shares  issued  to  Scott  Claverie  and  500,000  shares  issued  to  Peggy Lee
(collectively,   the   "Registered   Securities.")    In   connection  with  our
representation,  we  have  examined  such  documents and undertaken such further
inquiry  as  we  consider  necessary  for  rendering the opinion hereinafter set
forth.

     Based upon the foregoing, it is our opinion that the Registered Securities,
when  issued as set forth in the Registration Statement, will be legally issued,
fully  paid  and  nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the  Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement  relating  to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as  Exhibit  5  to  the  Registration  Statement  and with such state regulatory
agencies  in  such  states  as  may  require  such filing in connection with the
registration  of  the  Registered  Securities for offer and sale in such states.


                              /s/  Cutler Law Group

                              CUTLER  LAW  GROUP



                  CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent to the use in this Registration Statement on Form S-8 of our
report dated March 2, 2004 relating to  the  consolidated  financial  statements
and   financial  statement  schedules  of  Go Online Networks Corporation, which
appears in  such Registration Statement.  We also consent to the reference to us
under the heading "Experts" in such Registration Statement.

/s/ Weinberg & Company, P.A.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
November 4, 2004
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 27228}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 2004
                                              REGISTRATION NO.

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

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

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

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

                              9800 Eton Avenue
                          Chatsworth, California 91311
          (Address of Principal Executive Offices, Including Zip Code)

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

                               Joseph M. Naughton
                              9800 Eton Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500
           (Name, Address, and Telephone Number of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE

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

Common
Stock,
par value
$0.0001     19,125,000         $0.003 (1)          $57,375              $ 7.06
           ----------------    ---------             ---------         --------
Total                                                                   $ 7.06

(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
October 27, 2004.
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
                              9800  Eton  Avenue
                          Chatsworth, California 91311
                                 (818) 718-7500

                        19,125,000  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 services provided,
pursuant to a Legal Services Agreement for legal services or in consideration of
past  due  salary.

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

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

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

                              ________________________

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.
                              ________________________

                                  November 4, 2004

                                        1
TABLE OF CONTENTS

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

                               ________________________

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

WHERE  YOU  CAN  FIND  MORE  INFORMATION

Go  Online  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at  450  Fifth Street, N.W.,
Washington, D.C. 20549;

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

                             INCORPORATED DOCUMENTS

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

                                        2
Go  Online's Form 10-KSB filed on April 14, 2004,  as amended on April 23, 2004,
Go Online's Form 10-QSB filed on May 28, 2004, and Go Online's Form 10-QSB filed
On August 25, 2004 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 ofthisoffering, are
incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Officer at Go Online's executive offices, located at 9800
Eton  Avenue,  Chatsworth,  California  91311.  Go Online's  telephone number is
(818) 718-7500.

                                        3
USE  OF  PROCEEDS

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

                                       4
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 legal
services  they  provided  to Go Online and for consulting services they provided
to  Go  Online.   The  Selling Shareholders may resell all, a portion or none of
such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information available  to  the  Company  as of October 28, 2004.  The  number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
% of Shares
                        Number of       Number of Shares                                Owned by
Selling                Shares Owned      Registered by           Number of Shares      Shareholder
Shareholders            Before Sale       Prospectus            Owned After Sale       After Sale
------------          -------------     ----------------        -----------------   -------------
Joseph M. Naughton     7,427,125         5,000,000 (1)          7,427,125          3.9%
M. Richard Cutler        250,000         5,000,000 (2)            250,000      less and 1%
Robert Beide                   0         4,500,000 (3)                  0          0.0%
Kerwin Burns             450,000         2,000,000 (1)            450,000      less than 1%
Travis Novak                   0         1,000,000 (1)                  0          0.0%
Greg Barton               30,000           625,000 (1)             30,000      less than 1%
Peggy Lee                 50,000           500,000 (1)             50,000      less than 1%
Scott Claverie           937,500           500,000 (1)            937,500      less than 1%
(1)   Mr. Naughton, Mr. Claverie, Mr. Barton, Mr. Novak, Ms. Lee and Mr. Burns
      all received their shares in consideration of past due salary valued at
      $.004 per share.
(2)   Mr.  Cutler  received  these  shares  in  connection with a legal services
      provided to Go Online valued at $.003 per share ($15,000.00).
(3)   Mr. Beide received these shares in connection with services valued at
      $.0045 per share.

                                       5
PLAN OF DISTRIBUTION

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

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

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

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

The  Company will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any Shares by the Selling  Shareholders.

                                       6
LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company by Cutler Law Group, Augusta, Georgia.  M. Richard Cutler, the President
and  sole  shareholder  of  Cutler  Law  Group,  PC,  is the beneficial owner of
5,250,000  shares  of  the Company's common stock, of which 5,000,000 shares are
registered in this Prospectus.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  2002 and 2003 and the statements of
operations,  shareholders' equity and cash flows for the years  then ended of Go
Online  Networks  Corporation,  have  been  incorporated  by  reference  in this
Registration  Statement  in  reliance on the report of Weinberg & Company, P.A.,
certified  public accountants, given on the authority of that firm as experts in
Accounting and auditing.

                                       7
PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

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

(i)     Registrant's  Form  10-KSB for the fiscal year ended December 31, 2003
        as amended.

(ii)    Registrant's Form 10-QSB for the quarter ended March 31, 2004.

(iii)   Registrant's Form 10-QSB for the quarter ended June 30, 2004.

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

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company  by  Cutler  Law  Group, counsel to the Company.
M. Richard Cutler,  the  President and sole shareholder of Cutler Law Group, PC,
is  the  beneficial  owner of 5,250,000 shares of the Company's common stock, of
which 5,000,000 shares are registered in this Prospectus.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

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

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

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

ITEM  8.     EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

*3.9     Bylaws  of  Go  Online  Networks  Corporation.

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

*3.11    Bylaws  of  AMS  Acquisition  Corp.

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

5        Opinion of Cutler Law Group

23.1     Consent of Weinberg & Company, P.A.

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

________________________
*  Previously filed.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

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

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

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

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                      II-2
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized, in the  City  of  Chatsworth,  State  of California,  on October 29,
2004.

                                          GO  ONLINE  NETWORKS  CORPORATION

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

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

   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------
Joseph  M.  Naughton
October 2, 2004

   /s/   Scott  Claverie           Director
------------------------
Scott  Claverie
October 29, 2004

                                      II-3

                     [CUTLER LAW GROUP LETTERHEAD]

                            November 4, 2004

Securities  and  Exchange  Commission
Division  of  Corporate  Finance
Washington,  D.C.  20549

     Re:     Go  Online  Networks  Corporation

Ladies  and  Gentlemen:

       This  office  represents  Go  Online  Networks  Corporation,  a  Delaware
corporation  (the "Registrant") in connection with the Registrant's Registration
Statement  on  Form  S-8  under  the  Securities  Act of 1933 (the "Registration
Statement"),  which  relates  to  the  resale  of  up  to 5,000,000 shares by M.
Richard  Cutler in connection with legal services provided to the Registrant and
4,500,000  shares  issued  to  Robert  Beide  in  connection with other services
provided  to  the  Registrant,  as  well as salary deferment of 5,000,000 shares
issued to Joseph M. Naughton, 2,000,000 shares issued to Kerwin Burns, 1,000,000
shares  issued  to  Travis  Novak, 625,000 shares issued to Greg Barton, 500,000
shares  issued  to  Scott  Claverie  and  500,000  shares  issued  to  Peggy Lee
(collectively,   the   "Registered   Securities.")    In   connection  with  our
representation,  we  have  examined  such  documents and undertaken such further
inquiry  as  we  consider  necessary  for  rendering the opinion hereinafter set
forth.

     Based upon the foregoing, it is our opinion that the Registered Securities,
when  issued as set forth in the Registration Statement, will be legally issued,
fully  paid  and  nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the  Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement  relating  to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as  Exhibit  5  to  the  Registration  Statement  and with such state regulatory
agencies  in  such  states  as  may  require  such filing in connection with the
registration  of  the  Registered  Securities for offer and sale in such states.

                              /s/  Cutler Law Group

                              CUTLER  LAW  GROUP

                  CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent to the use in this Registration Statement on Form S-8 of our
report dated March 2, 2004 relating to  the  consolidated  financial  statements
and   financial  statement  schedules  of  Go Online Networks Corporation, which
appears in  such Registration Statement.  We also consent to the reference to us
under the heading "Experts" in such Registration Statement.

/s/ Weinberg & Company, P.A.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
November 4, 2004