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8-K, 2000-03-27
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                                 UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                      ---------------------------------------

                                    FORM  8-K

                                CURRENT  REPORT

  PURSUANT  TO  SECTION  13  OR  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                      ---------------------------------------

  DATE  OF  REPORT  (DATE  OF  EARLIEST  EVENT  REPORTED):   FEBRUARY  19, 2000
                                                             ------------------

                         GO  ONLINE  NETWORKS  CORPORATION
     ---------------------------------------------------------------------------
              (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

                                     DELAWARE
     ---------------------------------------------------------------------------
                    (STATE  OR  OTHER  JURISDICTION  OF  INCORPORATION)

         O-23845                                        33-0873993
- - ------------------                              -------------------------------
(COMMISSION  FILE  NUMBER)               (IRS  EMPLOYER  IDENTIFICATION  NO.)

   5681  BEACH  BLVD.,  SUITE  101/100,  BUENA  PARK,  CA   20621
  ----------------------------------------------------------------------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)              (ZIP  CODE)

                               (714)  736-0988
                            -------------------------

          REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:

                            --------------------------
             (FORMER  NAME,  ADDRESS  AND  TELEPHONE  NUMBER)

<PAGE>

ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     NOT  APPLICABLE.

ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS

     NOT  APPLICABLE.

ITEM  3.     BANKRUPTCY  OR  RECEIVERSHIP

     NOT  APPLICABLE

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

ON  FEBRUARY  19,  2000, SCHUMACHER & ASSOCIATES, INDEPENDENT  CERTIFIED  PUBLIC
ACCOUNTANTS,  THE  INDEPENDENT  ACCOUNTANT  PREVIOUSLY  ENGAGED AS THE PRINCIPAL
ACCOUNTANT  TO  AUDIT  THE  FINANCIAL  STATEMENTS  OF  GO  ONLINE  NETWORKS
CORPORATION RESIGNED.  THE  COMPANY  HAS  ELECTED  TO  UTILIZE  THE  SERVICES
OF MILLER AND MCCOLLUM,  CERTIFIED  PUBLIC  ACCOUNTANTS.

THE  AUDIT  REPORT  OF  SCHUMACHER  &  ASSOCIATES  ON  THE FINANCIAL  STATEMENTS
OF  THE COMPANY AS  OF DECEMBER 31, 1998 DID  NOT  CONTAIN ANY  ADVERSE  OPINION
OR  DISCLAIMER  OF  OPINION,  NOR  WERE  THEY  QUALIFIED OR MODIFIED AS TO AUDIT
SCOPE  OR  ACCOUNTING  PRINCIPLES.  THE  DECISION  TO  CHANGE  ACCOUNTANTS  WAS
APPROVED  BY  THE  BOARD  OF  DIRECTORS  OF  THE  COMPANY ON FEBRUARY 15,  2000.
THERE  HAVE  BEEN  NO  DISAGREEMENTS  WITH  THE  FORMER  ACCOUNTANT  ON  ANY
MATTER  OF  ACCOUNTING  PRINCIPLES  OR  PRACTICES,  FINANCIAL  STATEMENT
DISCLOSURE,  OR  AUDITING  SCOPE  OR  PROCEDURE,  WHICH  DISAGREEMENTS,
IF  NOT  RESOLVED  TO  THE  SATISFACTION  OF  THE  FORMER  ACCOUNTANT,
WOULD  HAVE  CAUSED  IT  TO  MAKE  REFERENCE  TO  THE  SUBJECT  MATTER  OF  THE
DISAGREEMENTS  IN  CONNECTION  WITH  ITS REPORT. THE COMPANY HAS PROVIDED A COPY
OF  THIS  DISCLOSURE  TO  ITS  FORMER  ACCOUNTANTS,  AND  THE  COMPANY REQUESTED
THAT THE  FORMER  ACCOUNTANTS  FURNISH  THEM  WITH  LETTERS  ADDRESSED  TO  THE
SECURITIES  AND  EXCHANGE  COMMISSION  STATING  WHETHER  THEY  AGREE  WITH  THE
STATEMENTS  MADE  BY  THE  REGISTRANT,  AND,  IF  NOT,  STATING  THE RESPECTS IN
WHICH THEY DO NOT AGREE.  A COPY OF THE FORMER ACCOUNTANTS' RESPONSES INDICATING
AGREEMENT  IS  INCLUDED  AS  EXHIBITS  TO  THIS  REPORT.

<PAGE>

ITEM  5.     OTHER  EVENTS

     NOT  APPLICABLE.

ITEM  6.     RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     NOT  APPLICABLE.

ITEM  7.     FINANCIAL  STATEMENTS

     NOT  APPLICABLE.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     NOT  APPLICABLE.

EXHIBITS

16.1  LETTER  DATED  FEBRUARY  22, 2000,  FROM SCHUMACHER & ASSOCIATES REGARDING
THEIR CONCURRENCE  WITH  THE STATEMENTS MADE BY THE REGISTRANT IN THIS CURRENT
REPORT.


                                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  HEREUNTO  DULY  AUTHORIZED.


DATED:  FEBRUARY  22,  2000       GO  ONLINE  NETWORKS  CORPORATION

                                  /S/   JOSEPH  M.  NAUGHTON

                                  JOSEPH  M.  NAUGHTON,  CHIEF EXECUTIVE OFFICER



                          [SCHUMACHER  &  ASSOCIATES  LETTERHEAD]



FEBRUARY  22,  2000


SECURITIES  AND  EXCHANGE  COMMISSION
450  WEST  FIFTH  STREET,  N.W.
WASHINGTON,  DC  20549

GENTLEMEN:

WE  HAVE  READ  ITEM  4  OF  GO  ONLINE  NETWORK  CORPORATION'S  FORM  8-K DATED
FEBRUARY  15, 2000,  AND  ARE  IN  AGREEMENT  WITH  THE  STATEMENTS CONTAINED IN
THE PARAGRAPH THEREIN  REGARDING  OUR  RESIGNATION  AS  AUDITORS  OF  GO  ONLINE
NETWORKS CORPORATION.


                                                  /S/  SCHUMACHER  &  ASSOCIATES

                                                   SCHUMACHER  &  ASSOCIATES


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