GO2NET INC
10-Q/A, 1998-02-09
COMPUTER PROCESSING & DATA PREPARATION
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER  0-22047

                                  GO2NET, INC.
                                  ------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       91-1710182
           --------                                       ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

                          999 Third Avenue, Suite 4700
                                Seattle, WA 98104
                          ----------------------------
                    (Address of principal executive offices)

                                 (206) 447-1595
                                 --------------
              (Registrant's telephone number, including area code)

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                               (1)  Yes  X       No
                                        ---         ---


As of February 6, 1998, there were 4,503,092 shares of the Registrant's common
stock outstanding.


<PAGE>   2


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  GO2NET, INC.



Date:  February 9, 1998
                                  By: /s/ Russell C. Horowitz                  
                                    --------------------------------------------
                                    Russell C. Horowitz
                                    President, Chief Executive Officer, Chief 
                                    Financial Officer and Director (Principal 
                                    Executive and Accounting Officer)


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