GO ONLINE NETWORKS CORP, S-4, 2000-11-30

GO ONLINE NETWORKS CORP
S-4, 2000-11-30
BLANK CHECKS

Previous: INTERNAP NETWORK SERVICES CORP/WA, SC 13D/A, 2000-11-30

Next: GO ONLINE NETWORKS CORP, S-4, EX-5, 2000-11-30

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

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

DELAWARE 454110 33-0873993
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)

5681 Beach Boulevard
Suite 101/100
Buena Park, California 90621
(714) 736-9888
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Joseph M. Naughton
5681 Beach Boulevard
Suite 101/100
Buena Park, California 90621
(714)736-9888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:

M. Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT OF
MAXIMUM MAXIMUM REGISTRATION
TITLE OF EACH CLASS OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE FEE(3)
TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(2)
-------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.001 per share........ 5,533,332 (2) .09 $498,000 $131.48

Common Stock issuable upon conversion
of Convertible Debentures...................... 3,055,556 (3) .09 $275,001 $ 72.61

Common Stock issuable as coupon payments
for Convertible Debentures 76,388 (4) .09 $ 6,875 $ 1.82

Total Registration Fee 8,665,276 $205.91
===============================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1), 457(f)(3) and 457(c) under the Securities Act of
1933, as amended, based on the closing price of the Company's common stock
on the Over-the-counter bulletin board on November 24, 2000.

(2) Represents the number of shares of the Registrant's Common Stock to
be issued in connection with the acquisition of Netstrat, Inc.
(4,166,666 shares) and the acquisition of Amer Software, Inc.
(1,388,888 shares).

(3) Represents shares issuable upon the conversion of two convertible
debentures dated September 25, 2000 in the aggregate original
principal amount of $550,000 convertible at $.18 per share.

(4) Reflects payment of the 10% interest on the Convertible Debentures through
December 31, 2000. The pricing is calculated as set forth in footnote 1
hereof.

<PAGE>

PROSPECTUS/INFORMATION STATEMENT

Up to 8,665,276 Shares of Common Stock

GO ONLINE NETWORKS CORPORATION

Go Online Networks Corporation ("GONT" or the "Company") and Westlake
Capital Corporation, a wholly owned subsidiary of GONT ("Westlake") on September
26, 2000 entered into (i) An Agreement and Plan of Reorganization with NetStrat,
Inc. ("NetStrat") and (ii) An Agreement and Plan of Reorganization with Amer
Software, Inc. ("Amer"). These reorganizations were approved by the majority of
the shareholders of NetStrat and Amer, subject to completion, filing and
effectiveness of the registration statement of which this prospectus is a part.

Both of NetStrat and Amer were previously subsidiaries of Benezra
Corporation. Benezra spun off all the shares of NetStrat and Amer to the
shareholders of Benezra. Neither NetStrat or Amer had undertaken any business
operations prior to the acquisition by the Company, but had both completed a
private placement of securities for cash ($700,000 from NetStrat and $250,000
from Amer) which was acquired by the Company as part of the acquisitions.

The merger of NetStrat and Amer will be completed twenty days after the
effectiveness of this registration statement and delivery of this prospectus
to the shareholders of NetStrat and Amer. Immediately upon filing such merger,
the Company will issue the shares to the shareholders set forth in this
Prospectus.

The shareholders of NetStrat will receive an aggregate of 4,166,666 shares of
GONT common stock. The shareholders of Amer Software will receive an aggregate
of 1,388,888 shares of GONT common stock. We are also registering for resale up
to 3,055,556 shares of common stock issuable upon convertible debentures of
NetStrat which we assumed as part of the transaction Finally we are registering
an additional 76,388 shares as a coupon payment on the convertible debentures

This prospectus provides you with detailed information about the mergers, a
description of which begins on page 21. YOU SHOULD ALSO CAREFULLY READ THE
SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF
SPECIFIC RISKS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE MERGERS.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS APPROVED THE
SECURITIES TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS
IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This prospectus is dated November 29, 2000.

1
<PAGE>
TABLE OF CONTENTS

PAGE
----

PROSPECTUS/INFORMATION STATEMENT SUMMARY.................... 4
SELECTED HISTORICAL FINANCIAL DATA.......................... 8
Go Online Networks Corporation............................ 8
NetStrat, Inc............................................. 9
Amer Software, Inc........................................ 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION... 16
FORWARD-LOOKING STATEMENTS.................................. 17
RISK FACTORS................................................ 10
THE MERGERS................................................. 21
DISSENTERS AND APPRAISAL RIGHTS............................. 25
PRICE RANGE OF SECURITIES................................... 28
DIVIDEND POLICIES........................................... 28
BUSINESS OF GONT............................................ 29
BUSINESS OF NETSTRAT........................................ 46
BUSINESS OF AMER............................................ 46

<PAGE>

PAGE
----

MANAGEMENT OF GONT.......................................... 47
GONT EXECUTIVE COMPENSATION AND RELATED INFORMATION......... 49
GONT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................... 52
NETSTRAT AND AMER SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................... 54
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 55
DESCRIPTION OF GONT SECURITIES.............................. 56
COMPARITIVE RIGHTS OF GONT STOCKHOLDERS AND NETSTRAT AND
AMER STOCKHOLDERS......................................... 58
SELLING STOCKHOLDERS........................................ 65
PLAN OF DISTRIBUTION........................................ 67
LEGAL MATTERS............................................... 68
EXPERTS..................................................... 68
WHERE YOU CAN FIND MORE INFORMATION......................... 68
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES........................... 68
FINANCIAL STATEMENTS........................................ F-1
APPENDIX A -- GONT/Westlake/Netstrat Reorganization
Agreement............................................... A-1
APPENDIX B -- GONT/Westlake/Amer Reorganization
Agreement............................................... B-1
APPENDIX C -- Delaware General Corporation Law, Section
262....................................................... C-1

3
<PAGE>

PROSPECTUS/INFORMATION STATEMENT SUMMARY

This brief summary highlights selected information from this Prospectus/
Information Statement. It does not contain all of the information that is
important to you. You should carefully read the entire Prospectus/Information
Statement and the other documents to which this Prospectus/Information Statement
refers for a complete understanding of the proposed mergers. See "Where You Can
Find More Information" on page 68.

THE COMPANIES

GO ONLINE NETWORKS CORPORATION

Go Online Networks Corporation operates in the high technology and
e-commerce business utilizing a three-tiered revenue model. In initiating our
strategy, we acquired and currently operate three 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 several 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, 415 hotels have signed contracts and 254
kiosks have been installed in 237 locations in 40 states and one Canadian
province as of September 30, 2000. We have 18 units presently in transit as of
September 30, 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
third 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 an audio presentation of the product
as well as a video demonstration when appropriate.

<PAGB>

Digital West Marking, Inc.
--------------------------

Digital West is a computer service firm based in Chatsworth, California, north
of Los Angeles. Revenues for 1999 were approximately $6.8 million. The company
operates out of a 24,000 square foot facility currently employing in excess of
45 people. The core of Digital West's business is to contract with major retail
entities and computer hardware manufacturers to refurbish computer products
returned to retail establishments by customers. The products are re-engineered
or refurbished to factory specifications by Digital West's factory trained A+
certified technicians. The computer products including hard drives, CD ROMs,
monitors, printers, circuit boards, CD writers, DAT drives are then resold into
the secondary market and service channels. Digital West is a state-of-the-art,
multi-vendor multi-product facility that provides value-added services,
logistics services, depot repair, and spare parts distribution for virtually all
major PC brands and system components including peripherals. Digital West deals
with many manufacturers to ensure an ability to handle any and all customer's
requests for programs such as repair, part sales, advance exchanges,
cross-ships, emergency parts and other asset management programs. Digital West's
web site is www.DigitalWest.com.

OFFICES OF GO ONLINE NETWORKS CORPORATION

Our offices are located at 5681 Beach Boulevard, Suite 101, Buena Park,
California 90621. Our telephone number is (714) 736-9888.

NETSTRAT, INC.

NetStrat, Inc., a Nevada corporation, was formed in July 1999 initially as
a wholly-owned subsidiary of BenEzra Weinstein and Company, Inc. ("BenEzra").
The shares of NetStrat were spun off to the shareholders of BenEzra. NetStrat
has not commenced any business operations but as of the date of the
Reorganization Agreement with GONT and Westlake, had completed one private
placement for approximately $700,000.

AMER SOFTWARE, INC.

Amer Software, Inc., a Nevada corporation, was also formed in July 1999
initially as a wholly-owned subsidiary of BenEzra. The shares of Amer were also
spun off to the shareholders of BenEzra. Amer has not commenced any business
operations but as of the date of the Reorganization Agreement with GONT and
Westlake, had completed one private placement for approximately $250,000.

4
<PAGE>

OFFICES OF NETSTRAT AND AMER

The offices of NetStrat and Amer are both located at 6301 Indian School
Road, NE, Albuquerque, New Mexico 87123. The telephone number is (505)
291-8474.

THE MERGERS

Each of NetStrat and Amer will be merged with and into Westlake Capital
Corporation ("Westlake") no sooner than 20 days after the registration statement
as to which this Prospectus is a part has been declared effective and this
Prospectus has been mailed to the shareholders of NetStrat and Amer. The
Mergers have been approved by the consent of a majority of the shareholders of
each of NetStrat, Amer and Westlake. Upon effectiveness of the filing of the
Mergers, the shareholders of NetStrat will receive an aggregate of 4,166,666
shares of GONT common stock (0.041666 shares for every share of NetStrat held
prior to the Merger) and the shareholders of Amer will receive an aggregate of
1,388,888 shares of GONT common stock (0.013888 shares for every share of
NetStrat held prior to the Merger).

APPRAISAL RIGHTS (SEE PAGE 25).

If the mergers are completed, stockholders of NetStrat and Amer may, under
certain circumstances, be entitled to appraisal rights under Nevada Law.

REASONS FOR THE MERGER

Management of NetStrat and Amer believe that the mergers will enable
the companies to enhance the potential value for their shareholders by
converting the cash assets of the businesses into stock of GONT.

5
<PAGE>

NO FRACTIONAL SHARES

No fractional shares of GONT common stock will be issued at the closing
of the mergers and, as a holder of either NetStrat or Amer common stock, you
will receive that number of shares of GONT common stock which you are entitled
to receive on a pro rata basis rounded up to the nearest whole share.

CONDITIONS TO COMPLETING THE MERGERS

The respective obligations of GONT, NetStrat and Amer to complete the
mergers are subject to the satisfaction or waiver of certain conditions. These
conditions include:

- that there is no law or court order prohibiting the mergers;

- that the representations and warranties of the respective parties made in
the reorganization agreements remain accurate in all material respects,
with permitted exceptions; and

- that each of the parties has performed in all material respects all of
its respective obligations under the merger agreement.

GOVERNMENTAL APPROVALS.

None of GONT, NetStrat or Amer are aware of any governmental approvals
required to complete the mergers other than compliance with applicable
securities laws of the various states.

CERTAIN TAX CONSEQUENCES (SEE PAGE 28).

It is expected that, for United States federal income tax purposes, the
conversion of shares of NetStrat and Amer common stock for shares of GONT common
stock generally will not cause NetStrat or Amer stockholders to recognize any
gain or loss.

THE ACTUAL TAX CONSEQUENCES OF THE MERGERS TO YOU WILL DEPEND ON YOUR
SPECIFIC SITUATION AND YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR A FULL
UNDERSTANDING OF THE MERGERS' TAX CONSEQUENCES ON YOU.

6
<PAGE>

MARKET VALUE OF SECURITIES

GONT's common stock is traded on the over-the-counter bulletin board under
the symbol "GONT". On September 11, 2000, the last full trading day prior to
the public announcement of the merger of NetStrat with Westlake, GONT common
stock closed at $0.22 per share. On September 29, 2000, the last full trading
day prior to the public announcement of the merger of Amer with Westlake, GONT
common stock closed at $0.17 per share. Neither NetStrat nor Amer were publicly
traded prior to the Mergers. On November 24, 2000, the GONT common stock closed
at $0.09 per share.

OTHER MATTERS

RISK FACTORS (SEE PAGE 10).

Investment in the GONT common stock upon issuance in the Mergers or upon
acquisition upon conversion of the Convertible Debentures and the Convertible
Notes involves significant risks and should not be made without reference to
the risk factors incorporated into this Prospectus/Information Statement.

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.

Each of GONT, Amer and Netrat has made forward-looking statements in this
Prospectus/Information Statement that are subject to risks and uncertainties.
Forward-looking statements include expectations concerning matters that are not
historical facts. Words such as "believes," "expects," "anticipates" or similar
expressions indicate forward-looking statements. For more information regarding
factors that could cause actual results to differ from these expectations, you
should refer to "Risk Factors" on page 10.

7
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The following selected historical financial data for GONT, NetStrat and
Amer is provided to help you in your analysis of the financial aspects of
the mergers. This financial data for the two years ended December 31, 1999 for
GONT is derived from the audited financial statements of GONT. This financial
data from July 21, 1999 (date of inception) until December 31, 1999 for NetStrat
is derived from the audited financial statements of NetStrat. This financial
data from July 21, 1999 (date of inception) until December 31, 1999 for Amer is
derived from the audited financial statements of Amer. The financial data for
the nine month periods ended September 30, 2000 are derived from unaudited
financial statements. The management of GONT, NetStrat and Amer believe that the
unaudited financial statements include all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation of the
financial position and the results of operations for these periods. The results
for the interim periods presented are not necessarily indicative of the results
that may be expected for any future period.

The data is only a summary and you should read it together with the
consolidated financial statements, related notes, and other financial
information included elsewhere in this Prospectus/Information Statement.

GO ONLINE NETWORKS CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C>
NINE MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
----------------- -----------------
2000 1999 1999 1998
------- ------- ------- -------

BALANCE SHEET DATA:

Current Assets........................... $ 538,499 198,222 44,424 140,217
Total Assets............................ .2,504,068 611,424 829,351 177,717
Current Liabilities..................... .2,289,368 791,043 1,254,553 542.809
Total Liabilities........................ 3,314,368 1,329,505 1,793,015 542,809
Stockholders' Equity (deficit)........... (810,300) (718,081) (963,664) (365,092)

STATEMENT OF OPERATIONS DATA
Sales and other Revenues................. $ 692,839 $ 13,017 $ 89,749 $ -
Cost of goods sold....................... 220,410 - - -
Gross Profit............................. 472,429 13,017 89,749 -
Total Expenses........................... 2,050,169 1,133,565 1,779,086 442,474
Net Loss................................. (2,102,541) (1,972,725) (2,443,308) (803,844)

Per Share Data:
Basic and diluted net loss per share..... $ (0.03) $ (0.03) $ (0.03) $ (0.02)

</TABLE>

8
<PAGE>

NETSTRAT, INC.

<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2000 (Unaudited) 1999
--------------- ------------

BALANCE SHEET DATA:

Total Assets.. . . . . . . . . . . . . . . . . . . . . $ 700,000 $ -
Total current liabilities. . . . . . . . . . . . . . . 10,469 2,206
Total stockholders' equity (deficit). . . . . . . . . 689,531 (2,206)

STATEMENT OF OPERATIONS DATA:

Revenue. . . . . . . . . . . . . . . . . . . . . . . . $ - $ -
Expenses. . . . . . . . .. . . . . . . . . . . . . . . 8,263 7,916
Net Loss. . . . . . . . . . . . . . . . . . . . . . . (8,263) (7,916)

</TABLE>

AMER SOFTWARE, INC.

<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2000 (Unaudited) 1999
--------------- ------------

BALANCE SHEET DATA:

Total Assets.. . . . . . . . . . . . . . . . . . . . . $ 250,000 $ -
Total current liabilities. . . . . . . . . . . . . . . 10,487 2,173
Total stockholders' equity (deficit). . . . . . . . . 239,513 (2,173)

STATEMENT OF OPERATIONS DATA:

Revenue. . . . . . . . . . . . . . . . . . . . . . . . $ - $ -
Expenses. . . . . . . . .. . . . . . . . . . . . . . . 8,314 7,883
Net Loss. . . . . . . . . . . . . . . . . . . . . . . (8,314) (7,883)

</TABLE>

9
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains certain forward-looking statements that
are subject to business and economic risks and uncertainties, and our actual
results could differ materially from those forward-looking statements. The
following discussion regarding our financial statements should be read in
conjunction with the financial statements and notes thereto.

GENERAL OVERVIEW

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

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

<PAGB>

Digital West Marking, Inc.
--------------------------

RESULTS OF OPERATIONS OF THE COMPANY

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1999

Our net loss during the three months ended September 30, 2000 was ($789,505),
compared to ($1,331,381) for the same period in 1999. The reduction in this loss
is attributable to an increase in sales of both the kiosk and ShopGoOnline
divisions offset by increased expenses (primarily in our kiosk division).

Sales were $436,358 for the three months ended September 30, 2000, compared
to $12,643 for the three months ended September 30, 1999. Approximately twenty
percent of the sales was generated by our ShopGoOnline.com division, and the
other eighty percent by our Internet kiosk business.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1999

Our net loss during the nine months ended September 30, 2000 was ($2,102,541),
compared to ($1,972,725) for the same period in 1999. The increase in this loss
is attributable to acquisition expenses in connection with the Company's
acquisition of Westlake Capital Corporation and consulting services in
connection with that transaction, increased expenses (primarily in our kiosk
division), increased legal and professional fees, increased salaries, offset by
an increase in sales of both the kiosk and ShopGoOnline divisions and a
non-recurring gain from the sale of Auctionomics.

11
<PAGE>

Sales were $692,834 for the nine months ended September 30, 2000, compared
to $13,017 for the nine months ended September 30, 1999. Approximately twenty
percent of the sales was generated by our ShopGoOnline.com division, and the
other eighty percent by our Internet kiosk business.

FISCAL YEAR ENDED DECEMBER 31, 1999 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1998

Our net loss during the fiscal year ended December 31, 1999 was
($2,443,308) compared to ($803,844) for 1998. This loss is attributable to an
increase in stock issued for services and for legal fees paid by us in
connection with our lawsuit against AmeriNet Financial Systems, Inc. and for
legal services related to becoming a reporting company. In addition, a portion
of this loss is attributed to the repurchase of an option held by Scott Claverie
to purchase 26,000 shares of AMS Acquisition Corp., the corporate entity which
owns and operates ShopGoOnline.com, for 1,250,000 shares of our common stock
valued at $.275 per share.

For the fiscal year ended December 31, 1999, we had revenue of $89,749,
approximately one-half of which was generated by our ShopGoOnline.com divisions,
and the other half of which was generated by our Internet kiosk business. While
we show no revenues on our financial statements during the fiscal year ended
December 31, 1998, this reflects the net earnings of our discontinued AMS
Acquisition Corp. subsidiary which were consolidated as a net loss for the
period. The operating subsidiary had earnings, but these were less than
expenses and consequently our financial statements reflect a nonrecurring net
loss for the period without reflecting earnings and expenses. At the end of
1996, we sold our Real Estate Television Network, Inc. operating subsidiary and
had planned to use the proceeds of that sale to acquire operating businesses.
When AmeriNet Financial Systems, Inc., the purchaser of Real Estate Television
Network, failed to honor its agreements with us, we were unable to complete
several proposed acquisitions and consequently filed legal action against
AmeriNet. That litigation has now been settled.

12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000, we had assets of $2,504,068, compared to $829,351
as of December 31, 1999. This increase was attributable to an increase in cash
from financing activities, and equipment, primarily additional kiosks.

Our current liabilities increased from $1,254,553 as of December 31, 1999
to $2,289,368 as of September 30, 2000, due primarily to an increase in the
current portion of the Series A, 8% convertible note issued in January 2000 and
advances payable. Total liabilities also increased, from $1,793,015 as of
December 31, 1999 to $3,314,368 as of September 30, 2000, again due primarily to
the issuance of the Series A, 8% convertible note issued in January and
advances payable, offset by the cancellation of $538,462 in convertible
debentures.

As of September 30, 2000, our accumulated deficit was $10,913,777, while our
stockholders deficit was $810,300, as compared to $8,811,236 and $963,664,
respectively, as of December 31, 1999. The accumulated deficit and stockholders
deficit increases are attributable to our continuing operating losses, as set
forth above.

Effective January 10, 2000, the Company entered into a Securities Purchase
Agreement whereby the buyer agreed to buy from the Company $1,000,000 of its
Series 2000-A Eight Percent (8%) convertible notes, maturing March 31, 2002, and
payable in quarterly installments in arrears on March 31, June 30, September 30,
and December 31, of each year during the term of the note, with the first such
payment to be made June 30, 2000. Accrual of interest may be payable either in
cash or common stock at the holder's option. If interest is paid in common
stock, the number of shares to be delivered in payment will be determined by
taking the dollar amount of interest being paid divided by the average of the
closing bid prices for the common stock for the ten trading days prior to the
due date of such interest. The notes are convertible into common stock, upon
certain registration, and for prices determined at various dates as defined in
the agreement. The purchase price was $500,000 in cash and cancellation of the
$538,462 of the convertible debentures outstanding as of December 31, 1999. The
notes were issued in two parts, one of which was issued during March 2000, and
payment dates were deferred based upon date of issuance.

On September 5, 2000, the Company acquired Digital West Marketing, Inc.
("Digital West"), a computer service firm based in Chatsworth, California,
north of Los Angeles.

13
<PAGE>

The Company acquired Digital West in accordance with the terms of an Amended
and Restated Reorganization and Stock Purchase Agreement (the "Acquisition
Agreement"). In accordance with the Acquisition Agreement, the Company acquired
100% of the stock of Digital West from Andrew Hart, its sole shareholder in
consideration for (i) $825,000 in cash, (ii) 750,000 shares of Company
restricted common stock and (iii) 750,000 options to purchase shares of Company
restricted common stock at an exercise price of $0.22 per share for a period of
two years. The cash purchase price was held in escrow and used to pay off 100%
of Digital West's obligation to Pacific Century Bank as well as to repay certain
outstanding accounts payable and accrued expense obligations of Digital West.

The Company also entered into an employment agreement with Andrew Hart,
President of Digital West, who remains as President of Digital West. Mr. Hart's
employment agreement provides for a term of three years with an annual salary
equal to 2% of Digital West's gross income up to $15,000,000 and 1.25% of
Digital Wests annual sales in excess of $15,000,000. For the first six months,
Mr. Hart will receive a guaranteed monthly salary against those percentages of
$15,000 per month, with $12,000 guaranteed subsequent to such six month period.
Mr. Hart will also receive a cash bonus equal to 15% of the total cumulative
EBITDA of Digital West less $825,000 and any and all funds advanced to Digital
West by the Company. Mr. Hart will also receive stock options to purchase
common stock as follows: At the end of year one, Mr. Hart will become eligible
to purchase 250,000 shares of stock at $0.22 per share; at the end of year two
Mr. Hart will become eligible to purchase an additional 200,000 shares of stock
at $0.40 per share; and at the end of year three Mr. Hart will become eligible
to purchase an additional 200,000 shares of stock at $0.80 per share. All
options granted are exercisable for two years from the date of grant.

The Company obtained the funds for the cash purchase price of Digital West
from cash on hand from advances from Netstrat, Inc. and Amer Software, Inc.
and investments of certain convertible debentures.

Subject to certain terms and conditions to be performed at closing,
including a registration with the Securities and Exchange Commission, the
Company's wholly-owned subsidiary, Westlake Capital Corp., will merge with
Netstrat, Inc. and Amer Software, Inc., whereby 4,166,666 shares and 1,388,888
of the Company's common stock, respectively, will be issued for all of the
common stock of the two companies. The combined companies have advanced
$950,000 in cash to the Company as of September 30, 2000.

14
<PAGE>

We believe that proceeds from our previous financings, together with our
other resources and expected revenues, will be sufficient to cover working
capital requirements for at least six months. Should revenue levels expected by
us not be achieved, we would nevertheless require additional financing during
such period to support our operations, continued expansion of our business and
acquisition of products or technologies. Such sources of financing could
include capital infusions from some of our strategic alliance partners,
additional equity financings or debt offerings. Other than the proposed sale of
securities in this registration statement, we have made no arrangements or
commitments for such financing.

15
<PAGE>

FORWARD-LOOKING STATEMENTS

GONT, NetStrat and Amer have made forward-looking statements in this
Prospectus/Information Statement and in other documents to which you are
referred that are subject to risks and uncertainties. These forward-looking
statements include information about possible or assumed future results of
operations or the performance of the companies after the mergers are completed.
When any of the words "believes," "expects," "anticipates," "intends,"
"estimates" or similar expressions are used, forward-looking statements are
being made. Many possible events or factors could affect the actual financial
results and performance of each of the companies before the mergers and of the
combined company after the mergers, and these factors or events could cause
those results or performance to differ significantly from those expressed in
these forward-looking statements. Many of these risks and uncertainties are not
within any of the company's control and are set forth under "Risk Factors" at
page __.

16
<PAGE>

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information, together with the other
information contained in this Prospectus/Information Statement, before you
decide to acquire our common stock. If any of the following events actually
occurs, our business, financial condition or results of operations would likely
suffer. In this case, the market price of our common stock could decline, and
you could lose all or part of your investment in our common stock.

NETSTRAT AND AMER STOCKHOLDERS MAY BE ENTITLED TO APPRAISAL RIGHTS.
Stockholders of NetStrat and Amer who did not consent for the mergers may, under
certain circumstances and by following procedures prescribed by the Nevada
General Corporation Law (the "Nevada Law"), exercise appraisal rights and
receive cash for their shares of either NetStrat or Amer common stock
("Appraisal Rights"). A dissenting stockholder of NetStrat or Amer must follow
the appropriate procedures under Nevada Law or suffer the termination or waiver
of such rights. In the event a NetStrat or Amer stockholder relinquishes or
loses his, her or its Appraisal Rights, the stockholder will receive from GONT
the same number of shares of GONT common stock that the stockholder would have
received in the mergers had such stockholder not attempted to exercise his, her
or its Appraisal Rights. GONT has no obligation to consummate the merger if
more than five percent (5%) of the outstanding shares of either NetStrat or Amer
common stock request or continue to have the right to exercise Appraisal Rights.
See "The Mergers -- Appraisal Rights."

OUR BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME AND THEREFORE
INVESTORS CANNOT ASSESS ANY HISTORICAL SUCCESS OR FAILURES. Our executive
officers commenced our major lines of business -- the Shop Go Online E-commerce
site, our Go Online kiosk businesses and our Digital West business -- 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.

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 cannot be certain when
we will become profitable, if at all. Failure to achieve and maintain
profitability may adversely affect the market price of our common stock.

17
<PAGE>

OUR AUDITORS HAVE STATED THAT THEY HAVE DOUBTS ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN. 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,
any stock you buy from us 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 e-commerce website, build and place sufficient kiosks or otherwise
maintain our competitive position. Since we intend to rapidly develop our
Digital West business 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.

SEASONAL FACTORS MAY ADVERSELY AFFECT OUR SHOPGOONLINE PERIODIC OPERATING
RESULTS. We believe that the nature of the products we sell on ShopGoOnline.com
makes it likely that our sales and revenues will fluctuate seasonally, with a
strong emphasis during the Christmas shopping season. It is possible that this
seasonality of our business may cause our revenue and operating results to
fluctuate, and we may not be able to generate sufficient revenue in certain
quarters to offset expenses.

OUR SHOPGOONLINE SITE COULD INCUR COSTS FROM REGULATION UNDER CONSUMER
PROTECTION LAWS IN VARIOUS STATES. 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.

WE MAY HAVE TO QUALIFY TO DO BUSINESS IN OTHER JURISDICTIONS. Because
our ShopGoOnline business is available over the Internet in multiple states and
foreign countries, and because our kiosks are located in numerous states, and
because we will sell to consumers resident in such states and foreign countries,
those jurisdictions may require that we qualify to do business as a foreign
corporation. If we fail to qualify as a foreign corporation in a jurisdiction
where we are required to do so, we could be subject to taxes and penalties.

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.

18
<PAGE>

ALL THREE OF OUR DIVISIONS HAVE COMPETITION AND WE COULD CONSEQUENTLY LOSE
SUBSTANTIAL REVENUE AND CUSTOMERS TO OUR COMPETITORS. The electronic commerce
market, particularly over the Internet, is 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.

Current competitors for our ShopGoOnline division include companies
with online commerce sites such as Onsale, Inc., Egghead, Amazon.com, Inc.,
Beyond.com Corporation, Buy.com Inc., Cyberian Outpost, Inc. and Dell Computer
Corporation. This is not an exhaustive list of current competitors. 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.

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.

The market for Digital West's products is large but fragmented. Competition
in the industry is widespread and comes from other independent distributors
(including various small independents) that are not affiliated with an OEM, as
well as from the OEMs themselves. When OEMs act as distributors, they typically
distribute only their own products. Independent distributors typically
distribute a variety of manufacturers' parts. Among Digital West's major
independent competitors is The Cerplex Group, PC Service Source., Genicom Corp.
and Service Electronics. Certain of these competitors, such as the OEMs, are
large and have substantially greater financial and other resources than Digital
West.

WE COULD LOSE VALUE OR FACE LOSSES ASSOCIATED WITH PURCHASING AND CARRYING
OUR OWN INVENTORY FOR OUR SHOPGOONLINE SITE. We may determine that it is in our
best interest to purchase inventory directly from vendors. Risks of carrying
inventory include: potential declines in the market value of the goods that we
purchase; difficulties managing customer returns and credits associated with
merchandise to be returned to vendors; and shrinkage resulting from theft, loss
or inaccurate inventory recording. If we manage our inventory poorly, we may be
forced to sell our inventory at a discount or loss.

BECAUSE WE RELY ON THIRD-PARTY MERCHANDISE VENDORS FOR SUPPLY, SHIPPING AND
QUALITY OF PRODUCTS FOR OUR SHOPGOONLINE SITE, WE CANNOT CONTROL AVAILABLE AND
QUALITY OF OUR PRODUCTS. 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.

19
<PAGE>

WE WILL RELY ON OTHER THIRD PARTIES IN CONDUCTING OUR E-COMMERCE
OPERATIONS. In conducting our operations, we may depend on several other third
parties, including the following:

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.

IF WE CANNOT KEEP UP WITH RAPIDLY CHANGING TECHNOLOGY OUR SITES MAY GO OUT
OF DATE. Technology in the internet, cable, entertainment and communications
industries is subject to rapid and significant change. There can be no assurance
that future technological advances will not result in improved equipment or
software systems that would be better than the systems we currently have in
place in any of our three divisions. In order to remain competitive, we will be
required to continue to make programming enhancements and maintain engineering
and technical capability and flexibility to respond to customer demands for new
or improved versions of our kiosk systems and new technological developments for
our e-commerce sites, particularly in the area of streaming video and audio. Our
continued success will depend in part upon our ability to identify promising
emerging technologies and to develop, refine and introduce high quality services
in a timely manner on competitive and cost-effective terms.

RELIANCE ON KIOSK PROVIDERS MAY DELAY DELIVERY. We currently rely upon one
supplier who developed and who manufactures our internet kiosks and outservice
other kiosks through specialty vendors to create our privately developed Go
Online kiosk. The loss of this supplier 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 or
manufacture our kiosks ourselves, we may incur increased costs and require
additional time to deliver those kiosks.

WE COULD BE LIABLE FOR INACCURATE OR MISLEADING INFORMATION DISSEMINATED
OUR SHOPGOONLINE WEBSITE. The law relating to the liability of online services
companies for information carried on or disseminated through their services is
currently unsettled. Claims could be made against online services companies
under both United States and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
services. Several private lawsuits seeking to impose liability upon other
online services companies currently are pending. In addition, federal, state
and foreign legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.

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 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.

20
<PAGE>
THE MERGERS

This section of the Prospectus/Information Statement describes material
aspects of the proposed Mergers, including the two reorganization agreements.
While we believe that the description covers the material terms of the
reorganization and the related transactions, this summary may not contain all of
the information that is important to you. You should read this entire document
and the other documents we refer to carefully for a more complete understanding
of the Mergers. The terms and provisions of the Reorganization Agreements,
attached hereto as appendices, are incorporated herein by reference.

Background of the Mergers.

NetStrat and Amer were created in July 1999 as wholly-owned subsidiaries of
BenEzra Weinstein and Company, Inc. ("BenEzra"), a publicly traded corporation.
On October 15, 1999, the shares of NetStrat and Amer were delivered as a
dividend to the shareholders of BenEzra.

In September 2000, NetStrat completed a private placement of 94,000,000
shares of common stock in exchange for $700,000 in cash. Also in September
2000, Amer completed a private placement of 94,000,000 shares of its common
stock in exchange for $250,000 in cash. Each of NetStrat and Amer advanced the
funds to GONT pending completion of the Mergers. Upon consummation of the
Mergers, these funds will become receivables from GONT. The Mergers will
be accounted for by GONT as a purchase transaction.

In September 2000, management of NetStrat and Amer and management of GONT
negotiated and agreed upon the Merger Agreements.

NetStrat's and Amer's reasons for the reorganization.

Neither NetStrat nor Amer has generated any revenues or undertaken any
proposed business. The board of directors has determined that following the
Mergers the shareholders of NetStrat and Amer will become the owners of shares
of stock of a liquid, public company with increased liquidity and potential
growth. Management of NetStrat and Amer reviewed the business plan and concepts
of GONT and believe that by exchanging the cash assets of NetStrat and Amer for
liquid common stock of GONT that they can provide maximum shareholder value for
the shareholders of NetStrat and Amer. The two principal differences between
the GONT common stock to be received by Amer and NetStrat shareholders in the
Merger are (1) they will effectively hold a smaller number of shares but (2) the
shares they hold will have potentially increased liquidity because of the public
securities markets for the GONT common stock.

GONT's reasons for the Mergers.

GONT has periodically sought and obtained financing from various sources
for its operations. Upon being approached by NetStrat and Amer, GONT believed
that an effective $0.18 per share pure equity financing which would be
accomplished through the Mergers was non-dilutive based on its existing market
valuation and in its shareholders best interests.

21
<PAGE>

The foregoing discussion is not exhaustive of all factors considered by
NetStrat's, Amer's and GONT's boards of directors. Each member of the board may
have considered different factors, and the board evaluated these factors as a
whole and did not qualify or otherwise assign relative weights to factors
considered.

Completion and effectiveness of the Mergers.

The Mergers will be completed when all of the conditions to completion of the
Mergers are satisfied or waived, which will not be prior to 20 days after the
registration statement of which this Prospectus/Information is a part and the
notification of the shareholders of NetStrat and Amer.

Structure of the reorganization and exchange of GONT capital stock.

In accordance with the Reorganization Agreements, each of NetStrat and Amer will
be acquired by Westlake Capital Corporation, a wholly-owned subsidiary of GONT.
As a result of the Mergers, the corporate existence of each of NetStrat and Amer
will be terminated and be merged with and into Westlake.

Upon completion of the Mergers, (i) each outstanding share of NetStrat will
be exchanged for approximately 0.041787 shares of GONT common stock (rounded up
to the nearest whole share for each NetStrat shareholder) and (ii) each
outstanding share of Amer will be exchanged for approximately 0.01393 shares of
GONT common stock (rounded up to the nearest whole share for each Amer
shareholder).

Exchange of NetStrat and Amer stock certificates
for GONT Stock certificates.

When the Mergers are completed, each certificate representing shares of NetStrat
and Amer common stock will be exchanged for that number of shares of GONT common
stock into which those shares are converted in the merger as set forth in the
immediately preceding paragraph (rounded up to the nearest whole share). After
the Merger are is complete, old NetStrat and Amer stock certificates should be
sent to the transfer agent, with any required documentation, in exchange for
new certificates.

22
<PAGE>

Material United States Federal Income Tax Consequences of the Mergers.

The following are the material United States federal income tax
consequences of the Mergers. The following discussion is based on and subject
to the Internal Revenue Code of 1986, the regulations promulgated thereunder,
existing administrative interpretations and court decisions and any related
laws, all of which are subject to change, possibly with retroactive effect.
This discussion does not address all aspects of United States federal income
taxation that may be important to you in light of your particular circumstances
or if you are subject to special rules, such as rules relating to:

o shareholders who are not citizens or residents of the United States

o financial institutions

o tax exempt organizations

o insurance companies

o dealers in securities

This discussion assumes you hold your shares of NetStrat or Amer capital
stock as capital assets within the meaning of Section 1221 of the Internal
Revenue Code.

Each of NetStrat, Amer and Gont have discussed the tax consequences of the
Mergers with their respective legal and accounting advisors. No opinion,
however, has been sought or obtained regarding material United States federal
income tax consequences of the Mergers.

GONT has determined that the Mergers will be treated for federal income tax
purposes as a reorganization within the meaning of Section 368(b) of the
Internal Revenue Code, and each of NetStrat, Amer, Westlake and Gont will each
be a party to that reorganization within the meaning of Section 368(b) of the
Internal Revenue Code.

Tax implications to NetStrat and Amer shareholders.

Current shareholders of NetStrat and Amer should not recognize gain or
loss for United States federal income tax purposes as a result of the
reorganization. The aggregate tax basis of the GONT stock they receive as a
result of the Mergers will be the same as the aggregate tax basis in the
NetStrat and/or Amer stock they surrender in the exchange.

THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR
DESCRIPTION OF ALL POTENTIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OR
ANY OTHER CONSEQUENCES OF THE MERGERS.

IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY
VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES. MOREOVER, THIS
DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY FOREIGN, STATE OR LOCAL
TAX CONSEQUENCES OF THE MERGERS. ACCORDINGLY, YOU ARE STRONGLY URGED TO CONSULT
WITH YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR UNITED STATES FEDERAL, STATE,
LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES TO YOU OF THE MERGERS.

23
<PAGE>

Regulatory filings and approvals required to complete the Mergers.

None of NetStrat, Amer or GONT is aware of any material governmental or
regulatory approval required for completion of the reorganization, other than
compliance with applicable corporate laws of Delaware and Nevada.

Material Contacts with the Company being Acquired

The principal shareholders of Amer and NetStrat have previously invested
in the GONT common stock through private placements. Other than those
investments, there are no other past, present or proposed material contracts
or other arrangements between GONT and either NetStrat or Amer or any of their
respective affiliates or associates.

24
<PAGE>

DISSENTER'S AND APPRAISAL RIGHTS

Under Nevada law, if you are a NetStrat or Amer shareholder and you comply
with certain requirements of Nevada law, you are entitled to dissenter's rights
in the Mergers. However, it is a condition of each of our obligations to
consummate the Mergers that shareholders holding no more than 5% of either
NetStrat's or Amer's common stock exercise dissenters' rights.

You have the right to dissent to the approval of the Mergers pursuant to
Section 92A.380 of the Nevada Act and the right to be paid the "fair value" of
your shares in cash by complying with the procedures set forth in Sections
92A.420 and 92A.440 of the Nevada Act. To qualify, you must dissent with
respect to all of the shares beneficially owned by you. You may assert
dissenters' rights as to fewer than all the shares recorded in your name only if
you dissent with respect to all shares beneficially owned by any one person and
notify GONT in writing of the name and address of each person on whose behalf
you assert dissenters' rights. If you partially dissent, your rights are
determined as if the shares as to which dissent is made and the remaining shares
were recorded in the name of different shareholders. If you are the beneficial
owner of shares, you may dissent only if the record owner consents in writing
and you give that consent to GONT. Set forth below is a summary of the
procedures relating to the exercise of dissenters' rights. This summary does
not purport to be a complete statement of the provisions of Sections 92A.380,
92A.420 and 92A.440 of the Nevada Act and is qualified in its entirety by
reference.

To assert dissenter's rights, you must:

(1) deliver to the corporation, within 20 days after the effective date of
the Mergers, written notice of your intent to demand payment for your shares if
the reorganization is effectuated; and

(2) not have voted or given a consent for your shares in favor of the
Mergers.

If the proposed Mergers creating dissenters' rights are authorized, the
corporation shall deliver a written dissenters' notice to all shareholders who
satisfied the above requirements (1)-(2). The dissenters' notice must be sent
no later than 10 days after the effectuation of the applicable merger, and must:

25
<PAGE>

(1) state where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;

(2) inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;

(3) supply a form for demanding payment that includes the date of the
first announcement to the news media or to the shareholders of the terms of the
proposed action and requires that the person asserting dissenters' rights
certify whether or not he or she acquired beneficial ownership of the shares
before that date;

(4) set a date by which the corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered;

(5) be accompanied by a copy of Sections 92A.300 to 92A.500.

A shareholder to whom a dissenters' notice is sent must:

(1) demand payment;

(2) certify whether he or she acquired beneficial ownership of the shares
before the date required to be set forth in the dissenters' notice for this
certification; and

(3) deposit his or her certificates, if any, in accordance with the terms
of the notice.

A shareholder who demands payment and deposits his or her certificates, if
any, before the proposed reorganization occurs retains all other rights of a
shareholder until those rights are canceled or modified by the taking of the
proposed merger. The shareholder who does not demand payment or deposit his or
her certificates where required is not entitled to payment for his or her
shares.

26
<PAGE>

Within 30 days after receipt of a demand for payment, GONT shall pay each
dissenter who complied with (1)-(3) above the amount the company estimates to be
the fair value of the shares, plus accrued interest.

If you withdraw the written demand to be paid the fair value of your
shares, or if the reorganization is abandoned or terminated, or if a court
determines that the holders of NetStrat or Amer common stock are not entitled to
receive payment in exchange for shares, or if you otherwise lose your
dissenter's rights, then you will be reinstated to all of your rights as a
holder of NetStrat or Amer common stock as of the filing of your written
objection.

A dissenter may notify Cactus in writing of his or her own estimate of the
fair value of his or her shares and the amount of interest due, and demand
payment of his or her estimate, or reject the company's offer and demand payment
of the fair value of his or her shares and interest due, if he or she believes
that the amount paid is less than the fair value of his or her shares or that
the interest due is incorrectly calculated.

A dissenter waives his or her right to demand payment unless he or she
notifies GONT of his or her demand in writing within 30 days after GONT made or
offered payment for his or her shares.

If a demand for payment remains unsettled, GONT shall commence a proceeding
within 60 days after receiving the demand and petition the court to determine
the fair value of the shares and accrued interest. If GONT does not commence
the proceeding within the 60-day period, it shall pay each dissenter whose
demand remains unsettled the amount demanded.

27
<PAGE>

PRICE RANGE OF SECURITIES

The following table sets forth the high and low closing prices for shares
of GONT common stock for the periods noted, as reported by the National Daily
Quotation Service and the Over-The-Counter Bulletin Board. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. Prior to September 22, 1999, our common stock
was listed under the symbol "JNNE." Effective on September 22, 1999, the
trading symbol for the Company's Common Stock changed to GONT.

CLOSING PRICES
YEAR PERIOD LOW HIGH
----- ------ ---- ----

2000 First Quarter .24 1.36
Second Quarter .25 .78
Third Quarter .14 .30
Fourth Quarter (through November 27) .09 .19

1999 First Quarter .09 .02
Second Quarter .74 .09
Third Quarter .70 .36
Fourth Quarter .49 .18

The number of beneficial holders of record of the Common Stock of the
company as of the close of business on September 30, 2000 was approximately 287.
Many of the shares of the Company's Common Stock are held in "street name" and
consequently reflect numerous additional beneficial owners, which we are advised
presently exceeds 16,250.

Neither NetStrat nor Amer have a public market for their securities and
consequently there is no market price information available.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and do not
anticipate paying any cash dividends on our common stock in the future.
Instead, we intend to retain future earnings, if any, to fund the development
and growth of our business.

28
<PAGE>

BUSINESS OF GONT

SUMMARY

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

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

<PAGB>

Digital West Marking, Inc.
--------------------------

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.

30
<PAGE>

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.

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.

31
<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 when appropriate. 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 various sources:

1. Direct Sales - from selling product and services that are offered on the
web site.
2. Indirect sales - by referring our customers to "link share" numbers to
purchase products advertised on our web site.

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 and 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.

32
<PAGE>

We supply the products sold on ShopGoOnline.com directly from agreements
with vendors who sell on our site. These vendors include Ingram Micro, Good
Music, Flower Club, Ingram Entertainment, 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 Infotouch Technologies, Inc., a
supplier who manufactures small, integrated kiosks that can provide pay as you
use stand alone internet access. 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.

33
<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, 417 hotels have
signed contracts and 254 have been installed in 237 locations as of September
30, 2000 in 40 different states and one Canadian province. 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.

34
<PAGE>

DIGITAL WEST

Nature of Business

Digital West is a provider of repair and logistic services to the personal
computer ("PC") hardware industry. Logistic services include sourcing and
distributing spare parts, inventory management, warranty claims processing,
parts repair and related functions, including notebook repair. The foundation
of Digital West's logistic services is its ability to provide accurate,
efficient and rapid delivery of repair parts and repaired units to its
customers. Service providers purchase replacement parts for the service and
repair of PCs and peripherals. These parts may be purchased directly from the
original equipment manufacturer ("OEM") or from any of the hundreds of
independent distributors, including Digital West. Digital West's inventory of
parts include logic boards, controllers, disk drives, monitors, memory boards,
cables and related hardware. Digital West has established vendor relationships
for repair parts with leading OEMs, including Compaq, Dell, NEC/Packard Bell,
Hewlett Packard and Sony Electronics. To complement its distribution operations,
Digital West seeks to supply additional value-added services to OEMs and service
providers to allow OEMs and service providers to outsource a substantial portion
of their logistic services.

Digital West believes an important factor in an OEM's decision to outsource
logistic services functions is the extent to which such an arrangement relieves
the OEM of functions outside of the OEM's core competencies. These service and
warranty logistics areas often include repair activities. To support this
function and encourage OEMs to consider outsourcing functions to Digital West,
Digital West maintains its own repair operations. The principal business
objectives of repair services are to provide centralized rapid turnaround of
computer repair and subsystem repair capabilities to OEMs. Digital West
believes its repair capabilities are an important aspect of the full range of
value-added services it offers.

35
<PAGE>

Digital West's principal offices and mailing address are 9540 Cozycroft
Avenue, Chatsworth, CA 91311, and its telephone number is (818)718-7500.
Digital West was incorporated in California in January, 1996.

Operations

Digital West conducts its repair services and parts distribution and
processing business principally from its 24000 square foot distribution center
at its facility located in Chatsworth, CA. Recognizing the immediate demands of
its service customers, Digital West established an automated and integrated
order processing and distribution system which allows Digital West to provide
efficient and accurate delivery of products on a next day basis. Digital West
has also established a system for receiving, recording and warehousing daily
supply shipments. All parts maintained in Digital West's inventory are bar coded
and tracked throughout the facility through Digital West's computer network.
Parts are received daily from OEMs and other suppliers, bar coded and shelved in
Digital West's warehouse for quick access based on real-time daily demand.

In addition, many PC and peripheral replacement parts are remanufactured from
returned goods in need of repair. For example, a part may no longer work because
one of its many components is defective. When a service provider purchases a
replacement for a defective part, the defective part ("core") may be returned
for credit. The core may then be repaired and resold as a remanufactured part.
Service providers often prefer remanufactured parts because they have
performance specifications equivalent to newly manufactured parts at a lower
cost. This aspect of the PC parts business requires that Digital West distribute
new or remanufactured parts to its customers, collect defective but repairable
parts and remanufacture those parts which are then offered for resale.
Therefore, unlike many distribution businesses, products flow to and from
Digital West and its customers, and to and from its suppliers. In addition to
new parts being received and shelved daily, cores are also received daily from
customers, sorted and distributed to repair services. Following the
remanufacturing of a core, it is bar coded and replaced in inventory.

Because many of Digital West's customers are familiar with and have ready
access to the Internet, Digital West has expanded its Internet customer service
functions.

36
<PAGE>

Services

Digital West offers a wide range of value-added logistic services to service
providers and OEMs. These services capabilities, in combination with Digital
West's core distribution expertise, effectively allow Digital West to handle
many of the hardware related post-sales support functions for its customers.

Digital West has entered into service provider alliances with several of its
customers. Generally, these types of arrangements may be terminated by either
party at any time, but Digital West enters into service provider alliances with
the expectation that these arrangements will lead to long-term relationships or
contracts with those parties.

Digital West seeks arrangements with OEMs of PCs and peripherals to handle a
defined portion of the related parts distribution and warranty processing
functions. Under the terms of such an OEM outsourcing arrangement, the OEM
directs some or all of its customers and dealers to Digital West for some or all
of the OEM's warranty and non-warranty parts business. Digital West believes
these arrangements benefit OEMs by reducing infrastructure needs, reducing the
amount of capital committed by the OEM to the non-core segments of its business,
and improving customer service and responsiveness. Digital West believes that as
a specialist in managing the key business functions associated with parts
distribution, which includes its expertise in two-way distribution logistics,
Digital West is able to provide parts and related logistic services at lower
costs and greater reliability than the manufacturers themselves can provide such
services.

37
<PAGE>

Digital West believes that its repair capabilities are an important aspect
of the full range of value-added services it offers to OEMs in an effort to
outsource larger functions of the OEM's service and warranty logistics
functions. The offerings of repair services include rapid turnaround notebook
repair, subsystem repair and component refurbishment. Regarding the notebook
repair operations, Digital West is capable of receiving, repairing and shipping
the repaired notebook back to the customer within 24 hours of its receipt.
Subsystem repair is provided at the component-level for LCD panels, computer
boards and power supplies. Repair services has entered into notebook repair
arrangements with Dell. These arrangements may generally be terminated by either
party at any time, but Digital West enters into them with the expectation that
these arrangements will lead to long-term relationships with those parties.

Digital West also recently began to remanufacture parts that are tested and
reworked by Digital West prior to sale. Many of Digital West's customers prefer
a remanufactured part over a new part because the remanufactured part often has
the performance specifications equivalent to a new part, but costs less. This
process was developed to fill the recognized market demand for reliable,
competitively priced parts.

Management Information Systems

Digital West maintains sophisticated information systems to improve
efficiency, process orders, monitor operations, manage inventory risks, offer
faster and higher levels of service, and provide innovative logistic services
to OEMs and service providers. These on-line systems provide management with
information concerning sales, inventory levels, customer payments and other
operations which are essential for Digital West to operate efficiently and to
enable it to offer additional services. Digital West has invested in advanced
telecommunications, electronic mail and messaging, automated fax technology,
bar-coding and automated inventory management.

Digital West has also developed capabilities which allow pre-approved
customers to place orders via the world-wide web, reducing the order processing
costs for both Digital West and the customer. Digital West believes that this
capability will increasingly become a requirement by many customers and some
suppliers and, accordingly, Digital West will continue to invest in enhancing
those capabilities.

38
<PAGE>

Customers and Suppliers

Digital West sells parts to customers throughout the United States, Canada
and Latin America, as well as in other countries.

Digital West depends on numerous suppliers to provide Digital West with the
parts it sells. There are generally no long-term supply agreements governing
Digital West's relationships with its major suppliers. Digital West's primary
supply arrangements are thus subject to termination or curtailment at any time,
with little or no advance notice. Although management expects no such loss to
occur, the refusal or inability of any major manufacturer to ship to Digital
West, or an increase in prices charged to Digital West as compared to the prices
charged by such manufacturers to service providers, could have a material
adverse effect on Digital West.

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.

39
<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.

* Digital West

Digital West is a leading provider of repair and logistic services to the PC
repair and maintenance industry. These logistic services include distribution
and sourcing of spare parts, inventory management, warranty claims, parts
remanufacturing and related functions.

Digital West believes that its growth is attributable to its ability to
consistently process customer orders and supply needed parts on demand, with
rapid delivery, and at competitive prices. Management believes that these
competitive factors will continue to govern customer decisions in the
foreseeable future.

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.

40
<PAGE>

SALES AND MARKETING

Web Promotion & Advertising

As with any internet company, we 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

In the coming months, our management intends to pursue expanded traditional
and nontraditional marketing. 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.

41
<PAGE>

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 September 30 , 2000, we have installed a total of 254 kiosks and
have agreements signed with 415 sites.

Digital West Marketing

Sales and Marketing

Digital West views logistic services as a value-added service business. As
such, sustaining the growth of Digital West is dependent upon building and
maintaining relationships and loyalties with service providers as well as OEMs.
Digital West maintains a service provider sales force. Account managers are
assigned to maintain relationships with Digital West's largest national accounts
and are assigned other accounts based on the customers' market segment. Digital
West also has a separate sales force focusing on OEM repair and outsourcing
arrangements. Digital West's sales representatives visit major OEMs and service
providers and attend various trade shows. Digital West advertises its parts and
services in recognized trade magazines, participates in trade shows, distributes
news releases, and makes direct mailings to potential customers. Customers rely
upon Digital West's advertisements, newsletters and frequent mailings as a
source of product information, including pricing. In addition, Digital West
maintains a presence on the world-wide web.

Digital West provides comprehensive training to its sales and account
representatives regarding technical characteristics of products and Digital
West's policies and procedures.

42
<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, Inc. A one for four reverse
stock split was accomplished at the same time, resulting in nine million common
shares then outstanding.

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

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

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.

On September 5, 2000, we acquired Digital West Marketing, Inc., a computer
service firm based in Chatsworth, California, north of Los Angeles. We
paid a total of $825,000 in cash for Digital West and issued 750,000 shares of
our restricted common stock and 750,000 options to purchase shares of our common
stock. We also entered into an employment agreement with Andrew Hart, President
of Digital West.

43
<PAGE>

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

As of September 30, 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 in 1999 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, 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.

44
<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.

45
<PAGE>

BUSINESS OF NETSTRAT

Historical overview of NetStrat.

NetStrat, Inc., a Nevada corporation, was incorporated on July 21, 1999.
NetStrat was previously wholly owned by BenEzra and has no subsidiaries.
NetStrat's executive offices are located at at 6301 Indian School Road, NE,
Albuquerque, New Mexico 87123. The telephone number is (505) 291-8474.

NetStrat has no business operations and has only completed a private
placement of securities resulting in proceeds of $700,000 cash. NetStrat has
not been subject to bankruptcy, receivership or any similar proceedings and is a
corporation in good standing in the State of Nevada.

BUSINESS OF AMER

Historical overview of Amer.

Amer Software, Inc., a Nevada corporation, was incorporated on July 21, 1999.
Amer was previously wholly owned by BenEzra and has no subsidiaries. Amer's
executive offices are located at at 6301 Indian School Road, NE, Albuquerque,
New Mexico 87123. The telephone number is (505) 291-8474.

Amer has no business operations and has only completed a private placement
of securities resulting in proceeds of $250,000 cash. Amer has not been subject
to bankruptcy, receivership or any similar proceedings and is a corporation in
good standing in the State of Nevada.

46
<PAGE>

MANAGEMENT OF GONT

The following table sets forth the names and ages of the current directors
and executive officers of GONT who will remain so with the combined entity,
their principal offices and positions and the date each such person became a
director or executive officer. Our executive officers are elected annually by
the Board of Directors. Our directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. There are no
family relationships between any of the directors and executive officers. In
addition, there was no arrangement or understanding between any executive
officer and any other person pursuant to which any person was selected as an
executive officer.

Our directors and executive officers are as follows:

Name Age Positions
---- --- ---------

Joseph M. Naughton 57 Chairman, Chief Executive Officer, Director

Scott Claverie 40 Director; President of AMS Acquisition Corp.
Dba GoOn-line.com

Jim Cannon 66 Director; Director of Operations, Go Online
Kiosk Division; Secretary

Michael Abelson 52 Director

Certain information about the directors and officers of GONT is furnished
below.

JOSEPH M. NAUGHTON, Chairman. Mr. Naughton has been our Chairman since
May 1991. From September 1986 through October 1987, Mr. Naughton was Operations
Manager for Shop Television Network in which he oversaw the marketing and
merchandising from that company. In October 1987 Mr. Naughton was elected to
Shop Television Network's Board and Directors and appointed simultaneously
Executive Vice President and Chief Operating Officer. Shop Television Network's
wholly-owned subsidiary ShopTV, Inc. was acquired by the JC Penney Company in
1988 and Mr. Naughton was a Vice President of Operations for the renamed JC
Penny Television Shopping Channel, the TV home shopping program arm of the JC
Penney Company until June 1991. Mr. Naughton was responsible for overseeing the
video production and cable distribution for the JC Penney and Shop Television
Network. Prior to Shop Television Network, Mr. Naughton served as VP/General
Merchandising Manager for the GEMCO division of Lucky Stores. From May 1970
until October 1986, Mr. Naughton worked for Lucky Stores, Inc. and its wholly
owned subsidiary Gemco Stores.

SCOTT CLAVERIE, Director and President of AMS Acquisition Corp. Mr.
Claverie will be directing the operations and marketing efforts of
ShopGoOnline.com. From June 1997 until June 1999, Mr. Claverie was Business
Operations Manager for Cal State University at Chico where he was responsible
for management and support of the support staff for the university's voice
network. From February 1994 until June 1996, he was a branch manager for
Computer Telephone Corp. Computer Telephone Corp. markets a large variety of
telecommunication services and was responsible for managing a significant
portion of Pacific Bell's customer base. From September 1991 to February 1994,
Mr. Claverie was an account executive for MCI Telecommunications, where he
marketed communication products and services to the business community. From
June 1987 through August 1990, he was Advertising Director of the Chico News &
Review, where he supervised and coordinated activities of sales personnel in the
display and classified departments. From May 1981 through September 1986, Mr.
Claverie was a retail manager for Gemco Stores, managing the operations for the
fine jewelry and camera department.

47
<PAGE>

JIM CANNON, Director of Operations. Mr. Cannon has over 30 years of
experience in the hospitality, lodging, and food and beverage industry. A
graduate of Cornell University with a Bachelor's of Science degree in Business
and Food Technology. He is an eleven-year veteran of the Days Inn organization,
serving as Vice President of Franchise Operations. From September 1998 until
April 1999, Mr. Cannon was with ShoLodge Franchise Systems. From March 1997
until September 1998, Mr. Cannon was Director of Franchise Sales for Country &
Hearth Inns in Atlanta, Georgia. From August 1990 through August 1996, Mr.
Cannon was National Director of Franchise Development for Hospitality
International, Inc. in Atlanta, Georgia. During 1990 and 1991, Mr. Cannon
worked in sales of Friendship Inn and Econolodge franchises for Econolodges of
America, Inc. in North Bergen, New Jersey. In addition, Mr. Cannon's past
experience includes senior level executive positions with Columbia Sussex
Corporation, Inc. (a Holiday Inn Franchise Group), Days Inn or America, Inc and
other hotels and restaurants.

DR. MICHAEL ABELSON, Director. Dr. Abelson is President of Abelson &
Company, a firm he founded in 1986, which specializes in improving real estate
management and sales associate profitability. Dr. Abelson is also on the
faculty of Texas A&M University in the Department of Management, which he joined
in 1981.

48
<PAGE>

GONT EXECUTIVE COMPENSATION AND RELATED INFORMATION

Summary Compensation Table

The following summary compensation table shows certain compensation
information for services rendered in all capacities for the four fiscal years
ended December 31, 1996, 1997, 1998 and 1999. Other than as set forth herein,
no executive officer's salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
-------------------------- -------------------------------
Awards Payouts
--------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK Awards OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL YEAR ($) ($) ($) ($) SARS (#) ($) ($)
POSITION
Joseph Naughton 1999 $96,000 -0- -0- -0- -0- -0- -0-
(President, CEO) (12/31)

1998 96,000 -0- -0- - 0 - - 0 - -0- -0-
(12/31)

1997 96,000 -0- -0- -0- -0- -0- -0-
(12/31)

1996 96,000 -0- -0- -0- -0- -0- -0-
(12/31)

Jim Cannon (1) 1999 40,000 -0- -0- -0- -0- -0- -0-
(12/31)

1998 -0- -0- -0- - 0 - - 0 - -0- -0-
(12/31)

Michael English (2) 1996 $48,000 -0- -0- -0- -0- -0- -0-
(12/31)
</TABLE>

(1) Mr. Cannon commenced his employment with the Company in 1999.
(2) Mr. English was President of the Company until his resignation during 1996.
<TABLE>
<CAPTION>

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

<S> <C> <C> <C> <C>
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
(#) YEAR ($/SH) EXPIRATION DATE
NAME
Joseph M. Naughton -0- -- -- --
------------------ ---------------------- ---------------------- ----------------------- ---------------
James Cannon -0- -- -- --

</TABLE>

49
<PAGE>

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<S> <C> <C> <C> <C>
NUMBER OF UNEXCERCISED
SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS AT FY-END (#) MONEY OPTION/SARS
SHARES ACQUIRED ON EXERCISABLE/UNEXERCISABLE AT FY-END ($)
NAME EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE
------------------- ------------------ -------------------------- -----------------------------
Joseph M. Naughton -0- -0- - 0 - --

James Cannon -0- -0- - 0 - --

</TABLE>

Employment Agreements

Effective May 1, 1999 we entered into a consulting agreement with Michael
Abelson, one of our directors, whereby Mr. Abelson was engaged to assist in the
creation of our real estate website for our ShopGoOnline.com operating division.
The term of the agreement is for one year but can be terminated by us with or
without cause with 30 days notice. Compensation to Mr. Abelson is summarized as
follows:

* Monthly cash consulting fee of $5,000;
* Quarterly bonus equal to 15% of the gross revenues earned by us through our
real estate web site developed by Mr. Abelson; and
* options to acquire 25,000 shares of stock for each $500,000 in gross
revenues attributable to the real estate web site developed by us.

Effective April 12, 1999 we entered into an employment agreement with James
Cannon. The agreement is for a term of one year but is subject to termination
by us for cause. Both we and Mr. Cannon have the right to terminate the
agreement after giving the other party thirty days notice. In the event that
the agreement is terminated by us without cause, Mr. Cannon will be entitled to
compensation earned computed pro-rata up to the date of termination. Mr.
Cannon's compensation during the term of the agreement will be as follows:

* Base salary of $60,000 per year;
* Quarterly bonus of 20% of the net advertising revenues of the Community
Marquee Division generated as a result of Mr. Cannon's direct efforts
during the previous quarter;
* Alternative quarterly bonus equal to 25% of the net advertising revenues of
the Community Marquee Division generated by parties other than Mr. Cannon;
and
* Options to purchase 25,000 shares of our common stock for each twenty-
five kiosks shipped up to a maximum of 150 kiosks. The exercise price of
the options shall be equal to 60% of the closing bid price of our common
stock on the last business day of the month in which Mr.Cannon becomes
eligible.

50
<PAGE>

The Company has also entered into an employment agreement with Andrew Hart,
President of Digital West, who remains as President of Digital West. Mr. Hart's
employment agreement provides for a term of three years with an annual salary
equal to 2% of Digital West's gross income up to $15,000,000 and 1.25% of
Digital Wests annual sales in excess of $15,000,000. For the first six months,
Mr. Hart will receive a guaranteed monthly salary against those percentages of
$15,000 per month, with $12,000 guaranteed subsequent to such six month period.
Mr. Hart will also receive a cash bonus equal to 15% of the total cumulative
EBITDA of Digital West less $825,000 and any and all funds advanced to Digital
West by the Company. Mr. Hart will also receive stock options to purchase
common stock as follows: At the end of year one, Mr. Hart will become eligible
to purchase 250,000 shares of stock at $0.22 per share; at the end of year two
Mr. Hart will become eligible to purchase an additional 200,000 shares of stock
at $0.40 per share; and at the end of year three Mr. Hart will become eligible
to purchase an additional 200,000 shares of stock at $0.80 per share. All
options granted are exercisable for two years from the date of grant.

51
<PAGE>

GONT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the GONT common stock and series A preferred stock of the Company
as of August 31, 2000 by:

* each person or entity known to own beneficially more than 5% of the common
stock or 5% of the preferred stock;
* each of the Company's directors;
* each of the Company's named executive officers; and
* all executive officers and directors of the Company as a group.

52
<PAGE>

Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class
--------------- --------------------- --------------------- -----------
<S> <C> <C> <C>
Joseph M. Naughton 6,647,125 (2) 7.7%
Common Stock

Preferred Stock 0 0.0%

Common Stock James M. Cannon 1,008,000 (3) 1.2%

Preferred Stock 0 0.0%

Common Stock Scott Claverie 937,500 1.1%

Preferred Stock 0 0.0%

Common Stock Michael Abelson 485,000 (4) 0.6%

Preferred Stock 0 0.0%

Preferred Stock Nicanor Concepcion & Fahma
Concepcion, Joint Tenants
624 Park Ave. 130,000 26.0%
Norton, VA 24273

Preferred Stock Avelino Rosales
23 White Drive 63,333 12.7%
Cedarhurst, NY 11516

Preferred Stock Bill Tillson
14623 Deervale Place 40,000 8.0%
Sherman Oaks, CA 91403

Common Stock All Officers and Directors
as a Group (4 persons) 9,077,625 (2,3,4) 10.5%
===================== ========
</TABLE>

1. Except as otherwise set forth, the address for each of these shareholders
is c/o Go Online Networks Corporation, 5681 Beach Boulevard, Suite 101/100,
Buena Park, CA 90621.
2. Mr. Naughton's shares are held through several different entities and
trusts, as to which Mr. Naughton is the primary beneficial owner.
3. Reflects 8,000 shares which Mr. Cannon owns director and up to 1,000,000
shares which Mr. Cannon could obtain upon the exercise of a warrant to purchase
shares of common stock at $.20 per share.
4. In addition, Mr. Abelson will receive options to purchase 25,000 shares
of common stock for each $500,000 in gross revenues attributable to the real
estate website developed by us.

53
<PAGE>

NETSTRAT AND AMER SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the both NetStrat and Amer common stock as of the date of this
Prospectus/Information Statement by:

* each person or entity known to own beneficially more than 5% of the common
stock;
* each of NetStrat's and Amer's directors;
* each of NetStrat's and Amer's named executive officers; and
* all executive officers and directors of Amer and NetStrat as a group.

Common Stock Jack Benezra 1,250,000 0.1%
6301 Indian School Road
Albuquerque, NM 87123

Common Stock SolInvest Group, Ltd. 47,000,000 47.1%
Akara Bldg.
24 De Castro Street
Wickhams Cay I
Road Town, Tortola, B.V.I.

Common Stock MultiAsian Venture Limited 47,000,000 47.1%
AALL & Zyleman Comp., Ltd
3rd Floor, Jonsim Place
228 Queen's Road East
Wanchai, Hong Kong

</TABLE>

54
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Joseph M. Naughton, our Chief Executive Officer has made several loans to
GONT. As of December 31, 1998 and as of December 31, 1999 the amounts
payable to Mr. Naughton for advances totaled $130,242 and $124,222
respectively. In addition there is unpaid compensation due to him of $48,000
for 1996, $61,250 for 1997, $70,485 for 1998 and $72,750 for 1999. The balances
payable for compensation to Mr. Naughton totaled $179,735 at December 31, 1998
and $252,485 at December 31, 1999. The balances payable to Mr. Naughton are
uncollateralized, bear no interest and are payable on demand. This loan is on
terms which are substantially better than could be obtained from third parties.

Effective February 26, 1999 we entered into a joint venture agreement with
Scott Claverie whereby 25,000 shares of AMS Acquisition Corp. were transferred
(25% ownership of AMS) to Mr. Claverie. We also granted Mr. Claverie warrants
to acquire an additional 26,000 shares of AMS at $1.00 per share following the
end of the first profitable quarter of operations, but in no event later than
twelve months after the February 26, 1999 agreement date. Effective April 19,
1999 we exchanged 1,250,000 restricted shares of our common stock for the
warrants. These 1,250,000 shares were recorded at $.275 per share, one half of
the market value of free trading shares of our common stock on April 19, 1999,
and recorded as an expense totaling $343,750. As a part of the joint venture
agreement, we agreed to provide AMS with $25,000 for working capital. Mr.
Claverie transferred to AMS all equipment, intellectual property, technology
associated with the individuals internet-based business. These transactions
were all on terms as fair as those obtainable from third parties.

55
<PAGE>

DESCRIPTION OF GONT SECURITIES

Our authorized capital stock consists of 200,000,000 shares of common
stock, par value $0.001, and 10,000,000 shares of preferred stock, par value
$0.001. The following summary of certain provisions of our common stock,
preferred stock, and warrants is qualified in its entirety by reference to our
articles of incorporation, as amended, and bylaws, which have been filed as
exhibits to the registration statement of which this prospectus is a part.

Common Stock

As of September 30, 2000, there were 86,060,343 shares of common stock
outstanding, held by approximately 287 shareholders of record. We are advised
that there are more than 16,250 actual beneficial owners of our common stock.

Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders, including the
election of directors, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the board of directors out of funds legally available
therefor. See "Dividend Policy." Upon a liquidation, dissolution or winding up
of the Company, the holders of common stock will be entitled to share ratably
in the net assets legally available for distribution to shareholders after the
payment of all debts and other liabilities of the Company, subject to the prior
rights of any preferred stock then outstanding. Holders of common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking funds provisions applicable too the common stock. All
outstanding shares of common stock are, and the common stock to be outstanding
upon completion of this offering will be, fully paid and nonassessable.

Preferred Stock

Our board of directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in one or more
series and to fix the number of shares, designations, preferences, powers and
relative, participating, optional or other special rights and the qualifications
or restrictions thereof. The preferences, powers, rights and restrictions of
different series of preferred stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and purchase funds and other matters. The
issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of common stock or affect adversely the
rights and powers, including voting rights, of the holders of common stock, and
may have the effect of delaying, deferring or preventing a change in control of
the Company.

56
<PAGE>

As of September 30, 2000, we have issued and outstanding a total of 499,333
shares of Series A Preferred Stock held by 13 shareholders of record. Each
share of the Series A Preferred Stock is convertible into one share of common
stock at the option of the holder. The Series A Preferred Stock votes on a pari
pass basis with the common stock, and receives dividends equivalent to shares of
common stock. In the event of a liquidation of the Company, the Series A
Preferred Stock has a liquidation preference of the number of shares plus 8%
from the time of issuance over the common stock.

In connection with the acquisition of Digital West, the Company issued 2,000
shares of its newly authorized Series B $100 Principal Amount Preferred Stock
which is convertible to common stock at a conversion price for each share of
Common Stock of the Company equal to the original principal amount of the
preferred stock divided by 100% of the average closing price of the common stock
for the twenty trading days preceding the date of the receipt of the shares to
be converted.

Preferred Series B shareholders are entitled to receive dividends on the
same per share basis, at the same time, and to the same extent as the holders of
common stock. The Series B Shareholders are entitled to one vote for each share
of common stock into which the Preferred stock is convertible. The right to
convert common stock, the right to dividends and the right to vote become
effective after the Company shows a positive net income for one calendar
quarter. Under the same conditions, the preferred stock shall have liquidation
rights the same as common stock.

Series 2000-A Eight Percent Convertible Note

We have issued a Series 2000-A Eight Percent Convertible Note in the face
amount of $1,000,000 to Triton Private Equities Fund, LP. We sold the $1,000,000
face amount Note to Triton Private Equities Fund for $250,000 in cash gross
proceeds to the Company as well as cancellation of a Series 1999-A Eight Percent
Convertible Note in the original principal amount of $538,462. The Note can
presently be converted at 95% of the average closing bid prices of our common
stock in the prior 20 trading days.

The Note requires an interest payment of 8% per annum on the face amount,
which we may pay in cash or in free trading common stock.

Transfer Agent

The transfer agent for the common stock is ComputerShare Transfer and
Trust Company, 12039 West Alameda Parkway, Z-2, Lakewood, Colorado 80228.

57
<PAGE>

COMPARATIVE RIGHTS OF GONT STOCKHOLDERS
AND AMER AND NETSTRAT STOCKHOLDERS

After the Mergers, NetStrat's and Amer's stockholders will become
stockholders of GONT and NetStrat's and Amer's stockholders' rights will cease
to be defined and governed by the Nevada Business Corporation Act ("Nevada Act")
and instead will be defined and governed by the Delaware General Corporation
Law, or DGCL. While the rights and privileges of stockholders of a Delaware
corporation such as GONT are, in many instances, comparable to those of
stockholders of a Nevada corporation such as NetStrat and Amer, there are
differences. The following is a summary of the provisions of Delaware corporate
law applicable to the GONT shares and consequently applicable to the NetStrat
and Amer stockholders after the Mergers.

NetStrat and Amer shareholders are governed by their respective Articles of
Incorporation, as currently in effect, and NetStrat's and Amer's respective
Bylaws, both of which adhere to the requirements of Nevada law as stipulated in
the Nevada Act. After completion of the reorganization, NetStrat and Amer
shareholders will become shareholders of GONT. As a GONT shareholder, your
rights will be governed by GONT's Articles of Incorporation and GONT's Bylaws,
both of which adhere to the requirements of Delaware law.

ELECTION AND REMOVAL OF DIRECTORS

GONT's board of directors currently consists of four directors. The Bylaws
provide that the number of directors of GONT shall be fixed from time to time by
resolution of the board of directors. Both NetStrat and Amer presently have a
board of directors which consists of one director.

Under Nevada law, a majority of the full board of directors shall
constitute a quorum for the transaction of business unless a greater number is
required by the Articles of Incorporation or the Bylaws. The act of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the board of directors.

Under GONT's Bylaws, the holders of two-thirds of the outstanding shares
of stock entitled to vote may at any time peremptorily terminate the term of
office of all or any of the directors by vote at a meeting called for such
purpose or by a written statement filed with the Secretary or, in his absence,
with any other officer. Such removal shall be effective immediately, even if
successors are not elected simultaneously and the vacancies on the board of
directors resulting therefrom shall only be filled by the shareholders.

Under each of GONT's, NetStrat's and Amer's Bylaws, a majority of the
remaining members of the board of directors may fill the vacancy or vacancies
until the successor or successors are elected at a shareholders' meeting.

Stockholders of a Delaware corporation holding a majority of the
outstanding shares entitled to vote for directors may remove a director with or
without cause, except in certain cases involving classified boards or where
cumulative voting is permitted.

58
<PAGE>

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Nevada Act permits a corporation to indemnify its directors or officers
in respect of any loss arising or liability attaching to them by virtue of any
negligence, default, breach of duty or breach of trust committed in good faith.

In addition, Nevada law allows a provision in articles of incorporation
that no director or officer shall have any personal liability for damages for
breach of his or her fiduciary duty except for acts or omissions involving
intentional misconduct, fraud or a knowing violation of law or payments of
dividends in violation of Nevada law. Neither the NetStrat or Amer articles
contain such a provision.

Delaware law requires indemnification whether an action has been
successfully defended on the merits or otherwise. Delaware law generally
permits indemnification of expenses, including attorneys' fees, actually and
reasonably incurred in the defense or settlement of a derivative or third-party
action, provided there is a determination by a majority vote of a disinterested
quorum of the directors, independent legal counsel or a majority vote of a
quorum of the stockholders that the person seeking indemnification acted in good
faith and in a manner reasonably believed to be in the best interests of the
corporation. Without court approval, however, no indemnification may be made in
respect of any derivative action in which the person is adjudged liable for
negligence or misconduct in the performance of his or her duty to the
corporation. Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended any action, claim, issue
or matter on the merits or otherwise.

Under Delaware law, expenses incurred by an officer or director in
defending an action may be paid in advance if that director or officer
undertakes to repay the amounts if it is ultimately determined that he or she is
not entitled to indemnification. In addition, Delaware law authorizes a
corporation's purchase of indemnity insurance for the benefit of its officers,
directors, employees and agents whether or not the corporation would have the
power to indemnify against the liability covered by the policy. Delaware law
states that the indemnification provided by statute shall not be deemed
exclusive of any other rights under any bylaw, agreement, vote of stockholders
or of disinterested directors or otherwise.

Under the DGCL, a corporation may include (and GONT's certificate of
incorporation does include) in its certificate of incorporation a provision that
would, subject to the limitations described below, limit or eliminate directors'
liability for monetary damages for breaches of their fiduciary duty of care. A
director's liability cannot be limited or eliminated for:

59
<PAGE>

- breaches of the duty of loyalty;

- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

- the payment of unlawful dividends or expenditure of funds for unlawful
stock purchases or redemptions; or

- transactions from which the director derived an improper personal
benefit.

In addition, the limitation of liability provisions may not restrict a
director's liability for violation of, or otherwise relieve the corporation or
its directors from, the necessity of complying with federal or state securities
laws or affect the availability of nonmonetary remedies such as injunctive
relief or rescission.

GONT's by-laws provide that GONT shall, to the extent legally permissible,
indemnify each former or present director or officer against all liabilities and
expenses imposed upon or incurred by any of them in connection with, or arising
out of, the defense or disposition of any action, suit or other proceeding,
civil or criminal, in which he or she may be threatened or involved, by reason
of his or her having been a director or officer. However, GONT may not provide
any indemnification with respect to any matter as to which any director or
officer shall be finally adjudicated in an action, suit or proceeding not to
have acted in good faith in the reasonable belief that his or her action was in
GONT's best interests. If any action of this kind is disposed of, on the merits
or otherwise, without the disposition being adverse to the director or officer
and without an adjudication that the person did not act in good faith in the
reasonable belief that his or her action was in GONT's best interests, the
director or officer is entitled to indemnification as a matter of right.

GONT's articles limit the liability of GONT's directors to the fullest
extent permitted by law. GONT's articles also provide that, to the fullest
extent permitted by the DGCL, GONT's directors shall not be personally liable to
GONT or its stockholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing liability.

60
<PAGE>

INTERESTED DIRECTOR TRANSACTIONS

Transactions between NetStrat, Amer and GONT and interested directors are
not voidable by NetStrat, Amer or GONT and those directors are not liable to
NetStrat, Amer or GONT for any profit realized pursuant to such transaction if
the nature of the interest is disclosed at the first opportunity at a meeting of
directors, and a majority of disinterested directors or shareholders entitled to
vote ratify the transaction.

Under Delaware law, certain contracts or transactions between the
corporation and one or more of its directors or officers, or between a Delaware
corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, is not void or voidable solely for that
reason or solely because the interested director or officer was present at or
participates in the board or board committee meeting that authorizes the
contract or transaction, or solely because the director's or officer's votes are
counted for that purpose, if:

- the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or known to the
board of directors or committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors constitute
less than a quorum; or

- the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or known to the
stockholders entitled to vote on the contract or transaction, and the contract
or transaction is specifically approved in good faith by vote of the
stockholders; or

- the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified by the board of directors, a board
committee or the stockholders.

61
<PAGE>

STOCKHOLDER DERIVATIVE SUITS

Under both the Nevada Act and the DGCL, a stockholder may bring a
derivative action on behalf of a corporation only if the stockholder owned stock
in the corporation at the time of transaction in question or his or her stock
was acquired thereafter by operation of law.

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

Under the Nevada Act, a "Business Combination" includes the following
transactions:

o any reorganization or consolidation with an interested shareholder or any
affiliate of an interested shareholder;

o any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition to or with an interested shareholder or any affiliate of an
interested shareholder of assets having an aggregate market value equal to 10%
or more of the aggregate market value of all the assets of the corporation;

o any issuance or transfer of any stock, which has a market value equal to
5% or more of the market value of all the outstanding stock, to any interested
shareholder or any affiliate of an interested shareholder;

o adoption of any plan for the liquidation or dissolution of the corporation
proposed by an interested shareholder or an affiliate of an interested
shareholder;

o any reclassification of securities, recapitalization, reorganization or
consolidation with any subsidiary, or any other transaction which has the
effect, directly or indirectly, of increasing the proportionate share of any
class of outstanding stock owned by an interested shareholder;

o any receipt by such interested shareholder of any affiliate of an
interested shareholder of any loans, advances, guarantees, pledges, or other
financial assistance or any tax credits or other tax advantages provided by or
through the corporation.

Pursuant to Nevada law, no corporation shall engage in any business
combination with any interested shareholder of such corporation for a specified
period following such interested shareholder's stock acquisition date unless
such business combination is approved by (1) the board of directors of such
corporation prior to such interested shareholder's stock acquisition date or (2)
the affirmative vote of the holders of a majority of the outstanding voting
stock not beneficially owned by such interested shareholder or any affiliate of
such interested shareholder. In Nevada, the period is three (3) years.

In Nevada, business combinations require the affirmative vote of holders of
a majority of the outstanding voting power not beneficially owned by the
interested stockholder.

Under Section 203 of DGCL, certain "business combinations" with "interested
stockholders" of Delaware corporations are subject to a three-year moratorium
unless specified conditions are met. Under Section 203, certain business
combinations with a majority stockholder require the delivery of a fairness
opinion.

Section 203 prohibits a Delaware corporation from engaging in a business
combination with an interested stockholder for three years following the date
that the person becomes an interested stockholder. With certain exceptions, an
interested stockholder is a person or group that owns 15% or more of the
corporation's outstanding voting stock, including both rights to acquire stock
under an option, warrant, agreement, arrangement or understanding or upon the
exercise of conversion or exchange rights and stock with respect to which the
person or group has voting rights only, or is an affiliate or associate of the
corporation and was the owner of 15% or more of the voting stock at any time
within the previous three years.

62
<PAGE>

For purposes of Section 203, the term "business combination" is defined
broadly to include mergers with or caused by the interested stockholder; sales
or other dispositions to the interested stockholder, except proportionately with
the corporation's other stockholders, of assets of the corporation or a
subsidiary equal to 10% or more of the total market value of the corporation's
consolidated assets or its outstanding stock; the issuance or transfer by the
corporation or a subsidiary of stock of the corporation or the subsidiary to the
interested stockholder, except for transfers in a conversion or exchange or a
pro rata distribution or certain other transactions, none of which increase the
interested stockholder's proportionate ownership of any class or series of stock
of the corporation or that subsidiary; or receipt by the interested stockholder
of the benefit, except proportionately as a stockholder, directly or indirectly,
of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation or a subsidiary.

The three-year moratorium imposed on business combinations by Section 203
does not apply if:

- before the stockholder becomes an interested stockholder, the board of
directors approves either the business combination or the transaction that
resulted in the person becoming an interested stockholder;

- the interested stockholder owns 85% of the corporation's voting stock
upon completion of the transaction that made him or her an interested
stockholder, excluding from the 85% calculation shares owned by directors who
are also officers of the target corporation and shares held by employee stock
plans that do not permit employees to decide confidentially whether to accept a
tender or exchange offer; or

- after the person becomes an interested stockholder, the board approves
the business combination, and it is also approved at a stockholder meeting by 66
2/3% of the voting stock not owned by the interested stockholder.

Section 203 only applies to Delaware corporations that, like GONT, have a
class of voting stock listed on a national securities exchange, quoted on an
interdealer quotation system such as the Nasdaq National Market or held of
record by more than 2,000 stockholders. However, a Delaware corporation may
elect not to be governed by Section 203 in its original certificate of
incorporation or by certain amendments to its certificate of incorporation or
bylaws. GONT has not made this election, and therefore, Section 203 applies to
GONT.

Section 203 has been challenged in lawsuits arising out of takeover
disputes, and it is not clear whether and to what extent its constitutionality
ultimately will be upheld by the courts. Although the United States District
Court for the District of Delaware has consistently upheld the constitutionality
of Section 203, the Delaware Supreme Court has not yet considered the issue.
GONT believes that so long as the constitutionality of Section 203 is upheld,
Section 203 will encourage any potential acquirer to negotiate with the GONT
board. Section 203 also has the effect of limiting the ability of a potential
acquirer to make a two-tiered bid for GONT in which all stockholders would not
be treated equally. NetStrat and Amer shareholders should note that the
application of Section 203 to GONT will confer upon the GONT board the power to
reject a proposed business combination even though a potential acquirer offered
a substantial premium for GONT's shares over the then-current market price,
assuming the stock is then publicly traded. Section 203 also may discourage
certain potential acquirers unwilling to comply with its provisions.

63
<PAGE>

SALE OF ASSETS AND MERGERS

Under the Nevada Act, a plan of reorganization or exchange must be approved
by a majority of the voting power unless the Articles of Incorporation or the
board of directors require a greater vote.

In addition, under the Nevada Act, written notice stating the purpose, or
one of the purposes, of the meeting is to consider the plan of reorganization,
together with a copy or a summary of the plan of reorganization, shall be given
to each shareholder of record entitled to vote at the meeting within the time
and in the manner for the giving of notice of meetings of shareholders.

Delaware law generally requires that a majority of the outstanding shares
of each of the acquiring and target corporations that are constituent
corporations in a statutory merger approve the merger. Delaware law does not
require a stockholder vote of the surviving corporation in a merger if:

- the merger agreement does not amend the existing certificate of
incorporation;

- each share of the surviving corporation outstanding before the merger is
an identical outstanding share after the merger; and

- the number of shares to be issued by the surviving corporation in the
merger does not exceed 20% of the shares outstanding immediately before the
merger.

Delaware law also requires that a sale of all or substantially all of the
assets of a corporation be approved by a majority of the voting shares of the
corporation transferring such assets.

APPRAISAL RIGHTS

Pursuant to Nevada law, a shareholder is entitled to dissent from, and
obtain payment of the fair value of his or her shares in the event of any of the
following corporate actions:

o Consummation of a plan of reorganization to which the domestic
corporation is a party;

o Consummation of a plan of exchange to which the domestic corporation is a
party as the corporation whose subject owner's interests will be acquired; and

o Any corporate action taken pursuant to a vote of the shareholders to the
extent that the articles of incorporation, Bylaws or a resolution of the board
of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

See "Dissenters' Rights."

Under the DGCL, a stockholder of a corporation participating in certain
major corporate transactions may, under varying circumstances, be entitled to
dissenters' rights pursuant to which the stockholder may receive cash in the
amount of the fair market value of his or her shares in lieu of the
consideration he or she would otherwise receive in the transaction. Under the
DGCL, dissenters' rights are not available:

- with respect to the sale, lease or exchange of all or substantially all
of the assets of a corporation;

- with respect to a merger or consolidation by a corporation whose shares
either are listed on a national securities exchange or are held of record by
more than 2,000 holders, if the stockholders receive only shares of the
surviving corporation or shares of any other corporation that either are listed
on a national securities exchange or are held of record by more than 2,000
holders, plus cash in lieu of fractional shares; or

- to stockholders of a corporation surviving a merger if, among other
conditions, no vote of the stockholders of the surviving corporation is required
to approve the merger because the merger agreement does not amend the existing
certificate of incorporation, each share of the surviving corporation
outstanding prior to the merger is an identical outstanding or treasury share
after the merger, and the number of shares to be issued in the merger does not
exceed 20% of the shares of the surviving corporation outstanding immediately
prior to the merger.

THIS SUMMARY OF THE MATERIAL DIFFERENCES IN THE CORPORATION LAWS OF NEVADA
AND DELAWARE, THE NETSTRAT AND AMER ARTICLES, THE GONT CERTIFICATE, THE AMER
BYLAWS, THE NETSTRAT BY-LAWS AND THE GONT BYLAWS DOES NOT PURPORT TO BE A
COMPLETE LISTING OF DIFFERENCES IN THE RIGHTS AND REMEDIES OF HOLDERS OF SHARES
OF NEVADA AS OPPOSED TO DELAWARE CORPORATIONS AND STOCKHOLDERS OF NETSTRAT, AMER
AND GONT IN PARTICULAR. THE DIFFERENCES CAN BE DETERMINED IN FULL BY REFERENCE
TO NEVADA LAW, TO DELAWARE LAW, THE NETSTRAT AND AMER ARTICLES, THE GONT
CERTIFICATE, THE NETSTRAT BYLAWS, THE AMER BY-LAWS AND THE GONT BYLAWS.

64
<PAGE>

SELLING STOCKHOLDERS

The following table provides certain information with respect to shares
saleable by Selling Shareholders:

<TABLE>
<CAPTION>
<S> <C> <C>
Selling Shareholder Shares for Sale Percent of Outstanding
-------------------- ----------------- ----------------------

SolInvest Group, Ltd.
Conversion of Debenture 1,527,778
Debenture Interest 38,194
-------
Subtotal 1,565,972 1.8%

MultiAsian Venture Limited
Conversion of Debenture 1,527,778
Debenture Interest 38,194
-------
Subtotal 1,565,972 1.8%

______________________

</TABLE>

Shares Offered by SolInvest Group, Ltd and MultiAsian Venture Limited

Convertible Debentures
-----------------------

SolInvest Group, Ltd. ("SolInvest") and MultiAsian Venture Limited
("MultiAsian") purchased $275,000 each of 10% Convertible Debentures through
NetStrat, which are now convertible at $0.18 per share into shares of GONT.
Each of SolInvest and MultiAsian are offering up to 1,527,778 shares of GONT
Common Stock which they can obtain by converting these convertible debentures.

The Debentures require an interest payment of 108% per annum on the face
amount, which we may pay in cash or in free trading common stock. We are
consequently also registering 38,194 shares of common stock for each of
SolInvest and MultiAsian which we may use to pay the interest payments on the
Debentures through December 31, 2000 before they are converted.

This Prospectus relates to the potential sale by the Selling
Securityholders of the securities described above. The securities offered by
this Prospectus by the Selling Stockholders may be offered from time to time by
the Selling Stockholders named below or their nominees, and this Prospectus will
be required to be delivered by persons who may be deemed to be underwriters in
connection with the offer or sale of such securities. No Selling Stockholder
has had any position, office or other material relationship with the Company
since its inception.

65
<PAGE>
PLAN OF DISTRIBUTION

All securities referenced above under "Selling Stockholders" will be
offered by the Selling Stockholders from time to time on the over-the-counter
bulletin board, in privately negotiated sales or on other markets. The Company
believes that virtually all of such sales will occur on the over-the-counter
bulletin board in transactions at prevailing market rates. Any securities sold
in brokerage transactions will involve customary brokers' commissions. No
underwriters will participate in any such sales on behalf of the Selling
Stockholders.

66
<PAGE>

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for the
Company by Cutler Law Group, Newport Beach, California. Cutler Law Group, PC, a
California corporation which does business as Cutler Law Group, is presently the
beneficial owner of an aggregate of 210,000 shares of the Company's Common
Stock.

EXPERTS

The financial statements of GONT as of December 31, 1998, included in this
Prospectus have been so included in reliance on the report of Schumacher &
Associates, Inc., certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of GONT as of December 31, 1999, and for the nine
months ended September 30, 2000, included in this Prospectus have been so
included in reliance on the report of Miller & McCollom, certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of NetStrat for the period from inception on July
22, 1999 through December 31, 1999, and for the nine months ended September 30,
2000, included in this Prospectus have been so included in reliance on the
report of Miller & McCollom, certified public accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements of Amer for the period from inception on July 22,
1999 through December 31, 1999, and for the nine months ended September 30,
2000, included in this Prospectus have been so included in reliance on the
report of Miller & McCollom, certified public accountants, given on the
authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

GONT has filed a registration statement on Form S-4 under the Securities Act
with the Securities and Exchange Commission with respect to GONT's common stock
to be issued to NetStrat and Amer shareholders in the Mergers. This Prospectus/
Information Statement constitutes the prospectus of GONT filed as part of the
registration statement. This Prospectus/Information Statement does not contain
all of the information set forth in the registration statement because certain
parts of the registration statement are omitted in accordance with the rules and
regulations of the SEC. The registration statement and its exhibits are
available for inspection and copying from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the SEC at
(800) SEC-0330. The SEC maintains a Website that contains reports, proxy
statements and other information regarding each of us. The address of the SEC
Website is http://www.sec.gov.

If you have any questions about the reorganization, please call GONT at (714)
736-9488.

THIS PROSPECTUS/INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS/
INFORMATION STATEMENT IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS/INFORMATION STATEMENT NOR ANY DISTRIBUTION OF
SECURITIES PURSUANT TO THIS PROSPECTUS/INFORMATION STATEMENT SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH OR INCORPORATED INTO THIS PROSPECTUS/INFORMATION STATEMENT
BY REFERENCE OR IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS/INFORMATION
STATEMENT.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of GONT pursuant
to the foregoing provisions or otherwise, GONT has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in such act, and is therefore unenforceable.

67
<PAGE>

GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
WITH
REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

GONT December 31, 1998 and 1999

Report of Independent Certified Public Accountants F-2 & F-3

Consolidated Balance Sheets F-4

Consolidated Statements of Operations F-5

Consolidated Statement of Changes in
Stockholders' (Deficit) F-6

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-8

GONT September 30, 2000

Review Report of Independent Certified Public Accountants F-22

Consolidated Balance Sheets F-23

Consolidated Statements of Operations F-24 & F-25

Consolidated Statements of Cash Flows F-26

Notes to Consolidated Financial Statements F-27

NetStrat December 31, 1999 and September 30, 2000

Report of Independent Certified Public Accountants F-30

Balance Sheets F-31

Statements of Operations F-32

Statement of Changes in Stockholders' Equity F-33

Statements of Cash Flows F-34

Notes to Financial Statements F-35

Amer December 31, 1999 and September 30, 2000

Report of Independent Certified Public Accountants F-38

Balance Sheets F-39

Statements of Operations F-40

Statement of Changes in Stockholders' Equity F-41

Statements of Cash Flows F-42

Notes to Financial Statements F-43

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------------

The Board of Directors
Go Online Networks Corporation
Buena Park, California

We have audited the accompanying balance sheet of Go Online Networks Corporation
and Consolidated Subsidiaries as of December 31, 1999, and the related
statements of operations, stockholders' (deficit) and cash flows for the year
then ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of Go Online Networks, Corporation
and Consolidated Subsidiaries as of December 31, 1999, and the results of its
operations, changes in stockholders' (deficit) and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
has suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubts about its ability to continue as a going concern.
Management's plan to continue in operations is contained in Note 1 to the
financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Miller and McCollom

Miller and McCollom
Certified Public Accountants
2170 South Parker Road, Suite 270
Denver, CO 80231
February 25, 2000

F-2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------------

The Board of Directors
Go Online Networks Corporation
Buena Park, California

We have audited the accompanying statements of operations, stockholders'
(deficit) and cash flows of Go Online Networks Corporation for the year ended
December 31, 1998. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, the financial statements, referred to above, present fairly, in
all material respects, the results of operations, changes in stockholders'
(deficit) and cash flows of Go Online Networks Corporation for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ Schumacher & Associates

Schumacher & Associates
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112
August 27, 1999

F-3
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
December 31, 1999

ASSETS
------

<S> <C>
Current Assets:
Cash $ 25,921
Other current assets 18,503
Total Current Assets 44,424
--------

Designs and trademarks, net of
accumulated amortization of $29,164 20,833
Security deposits 5,282
Equipment, net of accumulated depreciation
of $96,569 758,812
--------

TOTAL ASSETS $829,351
========
</TABLE>

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

<S> <C>
Current Liabilities:
Accounts payable and accrued expenses $ 505,399
Notes payable and accrued interest
(Note 8) 136,467
Unearned revenue (Note 1) 120,000
Advances from and accrued expenses
to officer (Note 2) 492,687
------------
Total Current Liabilities 1,254,553

Convertible debentures (Note 4 and Note 11) 538,462
------------
TOTAL LIABILITIES 1,793,015
------------

Commitments and contingencies
(Notes 1,2,3,4,5,6,7,8,9,10 and 11) -

Stockholders' (Deficit):
Convertible preferred stock, no par
value, 10,000,000 shares authorized,
638,333 issued and outstanding 168,883
Common stock, no par value,
100,000,000 shares authorized,
75,181,843 shares issued and
outstanding 7,678,689
------------
Accumulated (Deficit) (8,811,236)
------------
TOTAL STOCKHOLDERS' (DEFICIT) (963,664)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 829,351
============
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<S> <C> <C>
Year Ended Year Ended
December 31, December 31,
1998 1999
------------- ------------
Revenue
Sales $ - $ 89,749
-------------- ------------

Expenses:
Advertising - 58,365
Amortization and depreciation 12,500 80,660
Rent 7,451 44,237
Legal fees 120,048 433,564
Contract services, salaries and
payroll taxes 124,375 274,215
Compensation, officer 96,000 96,000
Common stock issued for
Website development (Note 10) - 180,000
Other 82,100 612,045
-------------- ------------
Total Operating Expenses 442,474 1,779,086
-------------- ------------
Net (Loss) Before Other
Income (Expense) (442,474) (1,689,337)
Other Income (Expense):
Option buy back (Note 10) - (625,000)
Operating loss of segment disposed of (145,203) -
Litigation settlement (Note 7) - 100,000
Discount on convertible
debentures (Note 4) - (188,462)
Loss from disposition of
segment disposed of (Note 5) (94,845) -
Interest expense (121,322) (40,509)
-------------- ------------
Net (Loss) $ (803,844) $(2,443,308)
============== ============

Per Common Share $ (.02) $ (.03)
============== ============
Weighted Average
Shares Outstanding 44,558,017 70,502,913
============== ============
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
------------------------------------------------------------------

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

From December 31, 1997 through December 31, 1999

<S> <C> <C> <C> <C> <C> <C>
Preferred Stock Common Stock Accumulated
No./Shares Amount No./Shares Amount (Deficit) Total
----------- ---------- ---------- ---------- ------------- ------------

Balance at December 31, 1997 938,000 $ 322,417 34,665,995 $4,766,211 $ (5,564,084) $ (475,456)

Common stock issued - - 19,484,366 914,208 - 914,208

Preferred stock converted (299,667) (104,884) 299,667 104,884 - -

Loss for the year ended December 31, 1998
- - - - (803,844) (803,844)
----------- ---------- ---------- ---------- ------------- ------------

Balance at December 31, 1998 638,333 217,533 54,450,028 5,785,303 (6,367,928) (365,092)

Common stock issued - - 20,592,815 1,844,736 - 1,844,736

Preferred stock converted (139,000) (48,650) 139,000 48,650 - -

Loss for the year ended December 31, 1999
- - - - (2,443,308) (2,443,308)
----------- ---------- ---------- ---------- ------------- ------------

Balance at December 31, 1999 499,333 $ 168,883 75,181,843 $7,678,689 $ (8,811,236) $ (963,664)
=========== ========== ========== ========== ============= ============

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended Year Ended
December 31, December 31,
1998 1999
------------ ------------

Operating Activities:
Net (Loss) $ (803,844) $(2,443,308)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Amortization and depreciation 12,500 80,660
Increase in accounts payable
and accrued expenses 46,651 439,358
Increase in unearned revenue - 120,000
Discount on debenture - 188,462
Option buy back - 625,000
Other 126,382 346,413
---------- ------------
Net Cash (Used in) Operating Activities (618,311) (643,415)
---------- ------------
Investing Activities:
Investment in equipment - (855,381)
Investment in designs and trade name (50,000) (50,000)
---------- ------------
Net Cash (Used in) Investing Activities (50,000) (905,381)
---------- ------------
Financing Activities:
Repayment of notes and advances payable (31,427) -
Common stock issued 694,883 1,039,736
Proceeds from notes and advances payable - 532,710
---------- ------------
Net Cash Provided by Financing Activities 663,456 1,572,446
---------- ------------
Increase (decrease) in Cash (4,855) 23,650
Cash at Beginning of Period 7,126 2,271
----------- ------------
Cash at End of Period $ 2,271 $ 25,921
=========== ============
Interest Paid $ 121,322 $ 40,509
============ ============
Income Taxes Paid $ - $ -
============ ============
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-7
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(1) Summary of Significant Accounting Policies
----------------------------------------------

A. Organization and Principles of Consolidation
------------------------------------------------

The consolidated financial statements of Go Online Networks Corporation,
formerly Jones Naughton Entertainment, Inc. and Consolidated Subsidiaries
include the accounts of Go Online Networks Corporation, incorporated in Colorado
on October 20, 1987, and reincorporated in Delaware effective September 14,
1999, and its subsidiaries AMS Acquisition Corp. (AMS), incorporated in Nevada
on June 2, 1998 and Auctionomics, Inc., incorporated in Nevada on June 8, 1999.
Jones Naughton Entertainment, Inc. changed its name to Go Online Networks
Corporation on September 8, 1999. References to the Company refer to Go Online
Networks Corporation and its subsidiaries. As of December 31, 1998, AMS was a
wholly-owned subsidiary of Go Online Networks Corporation. As of December 31,
1999, AMS and Auctionomics are 75% owned subsidiaries of Go Online Networks
Corporation. The Company is in the information technology business. All
intercompany accounts have been eliminated in the consolidation. The Company
has selected December 31 as its year end.

B. Use of Estimates in the Preparation of Financial Statements
-------------------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

C. Basis of Presentation - Going Concern
------------------------------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
since its inception and has a net capital deficiency. Management's plan to
continue in operations is to continue to attempt to raise additional debt or
equity capital until such time the Company is able to generate sufficient
operating revenue.

In view of these matters, realization of certain of the assets in the
accompanying financial statements is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations. Management believes that its ability to raise additional capital
provides the opportunity for the Company to continue as a going concern.

F-8
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(1) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

D. Per Share Information
-----------------------

The per share information is computed based upon the weighted average number of
shares outstanding.

E. Equipment
---------

The Company carries its investment in equipment, principally consisting of
office equipment and computer access kiosks installed at customer locations, at
cost net of accumulated depreciation. Depreciation is provided over a five year
period on a straight-line basis.

F. Geographic Area of Operations
--------------------------------

The Company's customers are principally in the U.S.A. The potential for severe
financial impact can result from negative effects of economic conditions within
the market or geographic area. Since the Company's business is principally in
one area and in one industry, this concentration of operations results in an
associated risk of uncertainty.

G. Intangible Assets
------------------

The Company reviews the carrying value of its intangible assets on a periodic
basis, at least quarterly, to determine if there is any impairment in carrying
value. As of December 31, 1999 and the Company believes that there is no
impairment in value of the carrying value of its intangible assets.

H. Stock Issued for Services and Stock Options Granted for Services
--------------------------------------------------------------------

The Company has issued stock and granted stock options for services. The market
value of the shares issued for services was recorded as an expense in the
accompanying financial statements. All options granted were at market value or
higher at the time of the grant. No compensation was recorded for the options
granted since any compensatory amounts would be immaterial since the options
were granted at prices at least equal to market.

I. Income Taxes
-------------

The Company as of December 31, 1998 had approximately $7,700,000 of net
operating loss carryovers which expire in years through 2019. A change in
ownership of more than 50% of the Company may result in the inability of the
Company to utilize the carryovers. As of December 31, 1999 the Company had
deferred tax assets of approximately $2,310,000 related to net operating loss
carryovers. A valuation allowance has been provided for the total amount since
the amounts, if any, of future revenues necessary to be able to utilize the
carryovers are uncertain.

F-9
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(1) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

J. Preferred Stock
----------------

The Company has outstanding 499,333 shares of Series A Preferred Stock. Each
share of Series A Preferred stock is convertible into one share of common stock
at the option of the holder. The Series A Preferred Stock votes on an equal per
share basis with the common stock, and is eligible to receive equivalent
dividends to the shares of common stock. In the event of liquidation of the
Company, the Series A Preferred Stock has a liquidation preference of the number
of shares plus 8% from the time of issuance.

K. Advertising
-----------

The Company expenses advertising costs as incurred.

L. Unearned Revenue
-----------------

The Company received $145,000 related to future advertising on the Internet
kiosks which has been accounted for as unearned revenue. The advertising
revenue will be recognized as income and will be amortized over the periods
covered on a straight-line basis. $25,000 had been earned as of December 31,
1999.

N. Concentration of Credit Risks
--------------------------------

The Company carries its cash accounts in banks. As of December 31, 1999 the
Company had no accounts in excess of the amount insured by the F.D.I.C.

(2) Advances and Accrued Expenses, Related Party
-------------------------------------------------

The Company's Chief Executive Officer has loaned various amounts to the Company.
As of December 31, 1999 the amounts payable to the officer for advances totaled
$240,202. In addition there is unpaid compensation due to him of $252,485 at
December 31, 1999. The balances payable to the related party are
uncollateralized, bear no interest and are payable on demand.

F-10
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(3) Stock Options
--------------

The following summarizes earned options granted, exercised and outstanding:
--------------------------------------------------------------------------------

Option Expiration
Date of Grant # of Shares Price Date
------------------- ------------ ----------- ----------------------------

February 27, 1996 1,000,000 $ .35 November 1, 1997
------------ -----------
Balance outstanding
December 31, 1996 1,000,000 $ .35 Average option price of $.35

April 10, 1997 100,000 $ .25 November 1, 1997
April 10, 1997 100,000 $ .10 May 1, 1998
April 10, 1997 100,000 $ .15 November 1, 1998
April 1, 1997 100,000 $ .25 November 1, 1999
February 27, 1996 (1,000,000) $ .35 Expired November 1, 1997
April 10, 1997 (100,000) $ .05 Expired November 1, 1997
------------ -----------
Balance outstanding
December 31, 1997 300,000 $ .10-$.25 Average option price of $.17

April 10, 1997 (100,000) $ .10 Expired May 1, 1998
April 10, 1997 (100,000) $ .15 Expired November 1, 1998
May 3, 1998 500,000 $ .07 February 2, 1999
May 3, 1998 500,000 $ .125 February 2, 1999
May 3, 1998 500,000 $ .25 February 2, 1999
July 27, 1998 500,000 $ .25 February 2, 1999
------------ -----------
Balance outstanding
December 31, 1998 2,100,000 $ .07-$.25 Average option price of $.18

May 3, 1998 (500,000) $ .07 Exercised February 2, 1999
April 12, 1999 150,000 $ .25 April 11, 2001
April 12, 1999 1,000,000 $ .20 April 11, 2001
August 9, 1999 200,000 $ .32 August 8, 2000
September 15, 1999 1,000,000 $ .50 December 31, 2000
May 3, 1998 (500,000) $ .125 Expired February 2, 1999
May 3, 1998 (500,000) $ .25 Expired February 2, 1999
July 27, 1998 (500,000) $ .25 Expired February 2, 1999
April 1, 1997 (100,000) $ .25 Expired November 1, 1999
------------ -----------
Balance outstanding
December 31, 1999 2,350,000 $ .20-$.50 Average option price of $.27
============ ===========
</TABLE>

The Company has other various option agreements with employees, independent
contractors and consultants that have contingencies associated with the rights
to exercise. These other contingent option agreements are disclosed at various
locations throughout the notes to the financial statements. The above summary
represents all options that are not subject to any contingencies. All options
were granted at exercise prices equal to or in excess of market prices of the
stock at the date of grant, therefore no compensation expense was recorded for
the options.

F-11
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(3) Stock Options, Continued
--------------------------

In addition to options disclosed elsewhere in the notes to the financial
statements, the Company has issued the following options to acquire restricted
common stock of the Company:

A. 31,640 shares exercisable at $.20 per share at any time within one year
after the Company's common stock first trades at or above $1.20 per share for
thirty consecutive trading days.

B. 31,640 shares exercisable at $.40 per share exercisable at any time
within one year after the publicly traded common stock of the Company has traded
at $2.00 per share on each trading date for thirty consecutive days.

C. 31,640 shares exercisable at $1.00 per share at any time within one year
after the publicly traded common stock of the Company has traded at $2.80 per
share for thirty consecutive trading days. Such shares cannot be traded for a
period of ninety days after the exercise of this option.

D. 31,640 shares exercisable at $2.00 per share, exercisable at any time
within one year after the publicly traded common stock of the Company has traded
at $3.60 per share for thirty consecutive trading days. Such shares cannot be
traded for a period of sixty days after the exercise of this option.

(4) Convertible Debentures
-----------------------

During the years ended December 31, 1998 and 1999, the Company issued
approximately $343,000 and $100,000, respectively of convertible debentures
which have been converted to common stock. The debentures were converted to
common stock at 75% of the market value of the common stock. The difference
between the exercise price and the market price upon exercise has been recorded
as interest expense in the accompanying 1998 and 1999 financial statements in
the amount of $114,333 and $33,333, respectively. In addition during September,
1999, the Company issued $538,462 of convertible debentures for $350,000. The
discount of $188,462 has been recorded as an other expense similar to interest
in the financial statements. As additional consideration for the purchase of
the debenture, the purchaser was granted a warrant to purchase 175,000 shares of
common stock of the Company at a price of $.50 per share which will expire on
December 31, 2000. Since the exercise price was in excess of the market value
of the stock at the time of issuance, no consideration was recorded in the
financial statements. If not converted to common stock, the debenture accrues
interest at 8% per annum, due and payable quarterly in arrears with the first
payment due on December 31, 1999. The $538,462 convertible debenture is
convertible at the option of the holder into common stock at a conversion price
for each share of common stock equal to the lesser of (1) 125% of the closing
bid price for the common stock on the date of issuance of the debenture or (2) a
percentage of the average of the three lowest closing bid prices for the common
stock for the 20 trading days immediately preceding the conversion date. The
applicable percentage shall be equal to the following: (I) for conversions made
on or before 120 days after the date of the debenture, 105%; (ii) between 121
and 150 days, 103%; (iii) between 151 and 180 days, 100%; (iv) between 181 and
210 days, 97% or (v) after 210 days, 95%. See Note 11 for subsequent events
related to this matter.

F-12
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(5) Investment in and Disposition of Investment in Publishing and
---------------------------------------------------------------------
Advertising Business
-------------

On July 8, 1998 AMS Acquisition Corp., a newly formed wholly-owned subsidiary of
the Company acquired the assets and liabilities of a business operating several
different publishing and advertising divisions located in San Diego, California.
The total investment in the acquisition of the business assets approximated
$240,000 including related acquisition expenses. After operating the business
for approximately six months, the assets and liabilities were sold back to the
original seller in exchange for assuming the then existing liabilities of the
business. This sale back was effective December 31, 1998. At the time of the
return of the business, the total assets of the business including goodwill of
approximately $500,000, totaled approximately $858,000, and liabilities totaled
approximately $904,000. While the liabilities were assumed in the sale back
transaction, AMS remains contingently liable for any amounts not paid by the
purchaser. The assets and the liabilities have been subsequently sold again
after the buy back from AMS. The financial statements have no provision for
future losses, if any, related to this contingency. The ultimate resolution of
this matter cannot presently be determined.

The consolidated financial statements include a loss from the operations of this
discontinued business in the amount of $145,203 and a loss from disposition of
this business totaling $94,845.

(6) Consulting Agreements
----------------------

Effective February 3, 1998 the Company entered into a consulting agreement with
an individual to provide financial support and market makers for the Company's
publicly traded common stock. In accordance with the terms of the agreement
the consultant was issued 400,000 shares valued at $.035 per share and 1,250,000
shares at $.03 per share as compensation for consulting services. In addition,
the consultant was granted an option to acquire 1,000,000 shares at $.05,
1,000,000 at $.07 and 1,000,000 at $.09 per share. At the time of the grant of
the options, the option price was in excess of the market price of the stock.
The options for the 1,000,000 shares at $.05 and the 1,000,000 shares at $.07
were exercised. The option for the 1,000,000 shares at $.09 expired
unexercised.

Effective July 27, 1998 the Company entered into a consulting agreement with an
individual for a 90 day period. The individual was paid $6,000 per month
for providing services to assist in developing financial support for the
Company's publicly traded common stock. In addition, the consultant was granted
an option to purchase 500,000 shares of the Company's common stock at $.125 per
share within one year of the effective date of the agreement. The option
expired unexercised.

Effective March 9, 1998 the Company entered into an internet public relations
agreement with an entity for a three month period. For services performed, the
Company issued 125,000 shares of its common stock valued at $.025 per share.
The entity was also granted a ninety day option to acquire 50,000 additional
shares at $.075 per share. The option expired unexercised.

Effective October 17, 1997 the Company entered into a consulting agreement with
an individual whereby the individual prepared news releases and other services
requested by the Company in connection with its securities market, broker dealer
relationships and investor relations. The Company issued the individual 150,000
shares valued at $.066 per share for compensation related to the services
performed.

F-13
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(7) Commitments and Contingencies
-------------------------------

During 1996 the Company sold its wholly-owned subsidiary RETN in exchange for
shares of stock of the entity acquiring RETN. Since the Company was unable to
receive free trading shares of the entity, the Company on July 9, 1998 filed a
lawsuit against the purchaser and certain of its officers and directors alleging
breaches of written contracts, fraud and violations of various Corporate Code
sections. On September 2, 1998, the purchasing entity filed a cross-complaint
against the Company alleging fraud and misrepresentation, breaches of contracts
and conspiracy. During December 31, 1999, the Company settled this matter and
received $100,000 cash plus 160,000 restricted shares of Home Space Inc. A
contingent asset exists with respect to the 160,000 shares, the value of which
cannot presently be determined. The financial statements include no value for
the 160,000 shares. An additional 40,000 shares were issued to the Company's
legal counsel as part of the settlement. The 160,000 shares of Home Space, Inc.
were pledged as collateral for the convertible debentures. See Note 11.

On December 3, 1998, related to a different litigation matter, a default
judgement was entered against the Company in the approximate amount of $55,000
for alleged amounts owed by RETN for which the plaintiff alleges is also owed by
the Company. On July 14, 1999 the default judgement was set aside based on the
fact that the Company was never properly served with a summons and complaint.
The Company contends that it is not liable for the amounts due since RETN was a
separate corporation and the Company never guaranteed this obligation. The
financial statements do not include any loss provision with respect this matter.
A contingency exists with respect to this matter, the ultimate resolution of
which cannot presently be determined.

Management does not believe that the above contingencies will result in material
adverse effects on the financial statements.

(8) Notes Payable
--------------

On March 5, 1995 the Company borrowed $49,500 and $52,500 from an individual and
from a corporation, respectively. The notes bear interest at 7% per annum and
are uncollateralized. The notes were due and not paid on May 29, 1996. The
lenders have the right to demand payment in full on the notes and failure to pay
on demand would increase the interest rate to 18% per annum. The lenders have
the right to convert the notes to common stock of the Company at a rate of $.125
per share. The balance payable on December 31, 1999 on the notes total $66,244
and $70,223, respectively, including accrued interest.

F-14
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(9) Acquisition of Assets
-----------------------

During March 1998 the Company entered into an agreement to acquire the assets of
a business 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. As of December
31, 1998 the balance payable under the terms of the agreement was $12,500, which
was paid off in 1999. Since the value of tangible assets acquired was minimal,
the total $50,000 was recorded in the accompanying financial statements as an
intangible asset related to the designs, trademarks, trade names, contract
rights and other intangible assets. This intangible asset is being amortized on
a straight line basis over a three year period.

(10) Other Events and Transactions
--------------------------------

Effective February 26, 1999 the Company entered into a joint venture agreement
with an individual, the current President of AMS, whereby 25,000 shares of (AMS)
Acquisition Corp. were transferred (25% ownership of AMS) to the individual.
The Company also granted the individual warrants to acquire an additional 26,000
shares of AMS at $1.00 per share following the end of the first profitable
quarter of operations, but in no event later than twelve months after the
February 26, 1999 agreement date. Effective April 19, 1999 the Company
exchanged 1,250,000 restricted shares of Go Online Networks Corporation common
stock for the warrants. These 1,250,000 shares were recorded at $.50 per share,
ninety percent of the market value of free trading shares of the Company's
Common Stock on April 19, 1999, and recorded as an expense totaling $625,000.
As a part of the joint venture agreement, the Company agreed to provide AMS with
$25,000 for working capital.

Effective May 15, 1999 the Company entered into a lease for office space in
northern California. The term of the lease is for five years with monthly base
rent payments of $1,615. The base rent amounts are subject to increases of 3%
per annum. The Company has the right to terminate the lease between May 15,
2000 and June 15, 2000 and also between May 15, 2002 and June 15, 2002. 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
2004 $ 8,075

Effective July 21, 1999 the Company entered into a lease for office space in
Buena Park California. The term of the lease is for three years with monthly
base rent payments of $1,600. Future base rent commitments during the years
ended December 31 under this lease are summarized as follows:

2000 $ 19,200
2001 $ 19,200
2002 $ 11,200

F-15
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(10) Other Events and Transactions, Continued
--------------------------------------------

During May, 1999, the Company entered into a settlement agreement whereby the
Company paid $25,000 in cash to an entity for the full and final release of a
liability of the Company with respect to the Company's guarantee of certain
commitments of RETN to the entity.

Effective June 10, 1999 the Company entered into a stock purchase agreement
whereby the Company acquired 75% ownership of Auctionomics, Inc., a Nevada
corporation. Auctionomics, Inc. had no business assets or liabilities at the
time of the acquisition. The Company had issued 500,000 restricted shares of
its common stock and a warrant for an additional 500,000 shares exercisable for
two years at an exercise price of $.50 per share. The shares were recorded at
$.36 per share, ninety percent of the market value, due to the size of the block
and the restricted nature of the stock. The $180,000 value of the shares issued
was recorded as an expense in the accompanying financial statements since the
substance of the transaction was to engage the services of the principals of
Auctionomics to assist the Company in developing an Internet web site. The
Company agreed to and has provided $25,000 of working capital. The agreement
also provides that the 25% shareholders of Auctionomics will be entitled to a
bonus equal to 25% of the net income before taxes of Auctionomics each year for
as long as they remain shareholders of Auctionomics. The Company also entered
into consulting agreements with the 25% shareholders of Auctionomics whereby
they will receive 20% of the gross revenues generated to Auctionomics through
efforts of the consultants as long as they are shareholders of Auctionomics.

Effective April 12, 1999 the Company entered into an employment agreement with
an individual. The agreement is for a term of one year but is subject to
termination by the Company for cause. The Company or the employee have the
right to terminate the agreement after giving the other party thirty days
notice. In the event that the agreement is terminated by the Company without
cause, the employee shall be entitled to compensation earned computed pro-rata
up to the date of termination. The employee's compensation during the term of
the agreement shall be as follows:

A. Base salary of $60,000 per year.

B. Quarterly bonus of 20% of the net advertising revenues of the Community
Marquee Division generated as a result of the employee's direct efforts during
the previous quarter.

C. Alternative quarterly bonus in lieu of B. above equal to 25% of the net
adverting revenues of the Community Marquee Division generated by partes other
than the employee.

D. The employee shall be granted options to purchase 25,000 shares of the
Company's common stock for each twenty-five kiosks shipped up to a maximum of
150 kiosks. The exercise price of the options shall be equal to 60% of the
closing bid price on the last business day of the month in which the employee
becomes eligible. The difference between the exercise price and the option
price at the time when the options are earned will be expensed in the financial
statements as compensation.

F-16
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(10) Other Events and Transactions, Continued
--------------------------------------------

Effective May 1, 1999 the Company entered into a consulting agreement with an
individual whereby the consultant was engaged to assist in the creation of the
Company's real estate website for its GoOn-line.com operating division. The
term of the agreement is for one year but can be terminated by the Company with
or without cause with 30 days notice.

Compensation to the consultant is summarized as follows:

A. Monthly cash consulting fee of $5,000.

B. Quarterly bonus equal to 15% of the gross revenues earned by the Company
through its real estate web site developed by the consultant.

C. The consultant shall be granted options to acquire 25,000 shares of stock
for each $500,000 in gross revenues attributable to the real estate web site
developed by the Company.

Effective May 20, 1999 the Company entered into a marketing agreement with an
entity, whereby the entity agreed to introduce various hotels, motels and other
lodging businesses to the Company for the purpose of placing computer access
kiosks in their facilities. The Company will compensate the entity 20% for all
adjusted gross usage and 10% of advertising revenue generated as a result of the
site agreements negotiated during the term of the agreement. The site owner will
also be paid not More than 10% of adjusted gross revenue. The entity will be
paid 25% of all the adjusted gross usage and 15% of the advertising revenue for
any site agreement that is signed for a duration exceeding 4 years. The Company
granted the entity a 60 month exclusive representation for the marketing of the
Company's kiosk system for South Florida, define as south of Interstate 40. In
order to maintain exclusivity, the entity must sign 20 new sites per month for
the 60 month contract period and must agree to procure a minimum of 8
advertising contracts per kiosk installed. Upon execution of the first 100 site
agreements the Company will grant the entity an option to purchase 100,000
shares of stock at $.45 per share exercisable for a two year period. Upon
execution of the first 500 site agreements the Company will grant the entity the
right to purchase 250,000 shares at $.75 per share for two years. Upon
execution of the first 1,000 site agreements the Company will grant the entity
the right to purchase 250,000 shares at $1.25 per share for two years. The
difference, if any, between the exercise price and ninety percent of the market
value of the stock will be recorded as additional compensation to the extent
ninety percent of the market price exceeds the exercise price of the option
granted. If the entity installs additional ad panels on the Company's kiosks
using a secondary ad panel furnished by the Company the entity will be
compensated 10% for all ad revenue up to $15,000 per year per ad panel and 90%
of all ad revenues generated per panel in excess of $15,000 per year.

F-17
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(10) Other Events and Transactions, Continued
--------------------------------------------

Effective May 15, 1999 the Company entered into a marketing agreement with an
entity, whereby the entity agreed to introduce various hotels, motels and other
lodging businesses to the Company for the purpose of placing computer access
kiosks in their facilities. The Company will compensate the entity 20% for all
adjusted gross usage and 10% of advertising revenue generated as a result of the
site agreements negotiated during the term of the agreement. The site owner will
also be paid not more than 10% of adjusted gross revenue. The entity will be
paid 25% of all the adjusted gross usage and 15% of the advertising revenue for
any site agreement that is signed for a duration exceeding 4 years. The Company
granted the entity a 60 month exclusive representation for the marketing of the
Company's kiosk system for Southern California, defined as Los Angeles County
and south of Los Angeles County, and also Arizona and Nevada. In order to
maintain exclusivity, the entity must sign 20 new sites per month for the 60
month contract period and must agree to procure a minimum of 8 advertising
contracts per kiosk installed. Upon execution of the first 100 site agreements
the Company will grant the entity an option to purchase 100,000 shares of stock
at $.75 per share exercisable within one year. Upon execution of the first
1,000 site agreements the Company will grant the entity the right to purchase
250,000 shares at $1.25 within one year. The difference, if any, between the
exercise price and ninety percent of the market value of the stock will be
recorded as additional compensation to the extent ninety percent of the market
price exceeds the exercise price of the option granted. If the entity installs
additional ad panels on the Company's kiosks using a secondary ad panel
furnished by the Company the entity will be compensated 10% for all ad revenue
up to $15,000 per year per ad panel and 90% of all ad revenues generated per
panel in excess of $15,000 per year. In addition, the Company agreed to pay the
entity $350 for each 4 year site agreement and $200 for all other site
agreements exceeding one year. The Company also agreed to pay the entity $2,000
per month in advance for marketing expenses drawn against future site agreement
fees and commissions as long as the entity signs not less that 10 new site
agreements for the following month.

During August, 1999, the Company entered into a marketing agreement with an
entity whereby the entity agreed to provide certain marketing services for the
Company. The entity agreed to introduce various hotels, motels and other
lodging businesses to the Company and to assist in negotiating kiosk site
agreements for the Company. The entity will be compensated as follows:

A. The entity will receive 20% for all adjusted gross usage revenue and 10%
of advertising revenue generated as a result of the site agreements negotiated
for the duration of the agreement. The site agreement will provide for a
commission to be paid to the site owner of not more than 10% of the adjusted
gross revenue. For purposes of the contract, adjusted gross revenue is defined
as revenue less cost for purchasing and installing the kiosk.

B. The entity will be paid 25% of all adjusted gross usage and 15% of the
advertising revenue for any site agreement that is signed for a duration
exceeding four years.

C. The entity will be paid $150 for each site agreement of four years or
greater and $100 for each site agreement less than four years.

F-18
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(10) Other Events and Transactions, Continued
--------------------------------------------

D. The entity was granted a 60 month exclusive representation for the
marketing of the kiosk system for Indiana, Michigan and Ohio.

E. In order to maintain the exclusive marketing agreement, the entity agreed
to deliver 20 signed site agreements per month for the 60 month contract period
and agreed to produce a minimum of eight advertising contracts per kiosk.

F. Upon the execution of the first 100 site agreements the company agreed to
grant to the entity an option to purchase 100,000 shares of the company's common
stock for the price of $1.00 per share for one year.

G. Upon the execution of the first 500 site agreements the company agreed to
grant to the entity an option to purchase 250,000 shares of the Company's common
stock for the price of $1.25 per share for one year.

H. If the entity installs additional advertising panels on the kiosks using
secondary advertising panel display units, the entity will be compensated 10%
for all advertising revenue up to $15,000 per year. Advertising revenues
generating more than $15,000 per year will earn the entity 90% and 10% will be
paid to the Company.

During October, 1999, 308,333 restricted shares of common stock were issued as
consideration for amounts owed for legal fees totaling $73,750. The financial
statements include an expense provision for the $37,000 difference between the
$.24 agreed upon price of the stock and ninety percent of the market value of
the publicly traded stock.

Effective October 1, 1999, the Company entered into an employment agreement with
an individual for a three year period. The individual will serve as Executive
Vice President and Director of Technical Support.

A. The employee will receive an annual salary of $80,000 for the first year,
$90,000 for the second year and $100,000 for the third year.

B. The employee shall also receive a cash bonus payable following the end of
each fiscal year equal to one eighth of one percent of the gross sales of the
Company, if and only if the Company is profitable for the corresponding year.

C. In addition to the salary and bonus set forth above, the employee shall
be granted options to acquire common stock of the Company as follows:

At the end of the first year the employee shall be eligible to purchase up to
200,000 shares of common stock at $.25 per share. At the end of years two and
three the employee shall become eligible to purchase 200,000 shares of stock at
the average closing bid price on the five business days immediately preceding
the anniversary of the employment agreement. All options granted shall be
exercisable for a period of two years from their date of grant.

F-19
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(10) Other Events and Transactions, Continued
--------------------------------------------

D. The agreement may be terminated for cause at any time. The agreement may
be terminated by the Company or the employee with 30 days notice. If terminated
by the Company, the employee shall be entitled to compensation earned up to the
date of termination plus 90 days severance pay. If terminated by the employee,
the employee shall be entitled to compensation earned prior to the date of
termination.

Effective October 6, 1999, the Company entered into an employment agreement with
an individual. The agreement is for a term of one year but is subject to
termination by the Company for cause. The Company or the employee have the
right to terminate the agreement after giving the other party thirty days
notice. In the event that the agreement is terminated by the Company without
cause, the Employee shall beentitled to compensation earned computed pro-rata up
to the date of termination.

The employee's compensation during the term of the agreement shall be as
follows:

A. Base salary of $60,000 per year.

B. Quarterly bonus of 10% of the net advertising revenues of the Go Online
kiosk's generated as a result of the employee's direct efforts during the
previous quarter.

C. The employee shall be granted options to acquire common stock of the
Company as follows: For his 1st year of employment, employee is granted an
option to purchase 100,000 shares at .32 per share. In addition, for every
seventy-five (75) kiosks shipped and installed by the division, up to a maximum
of three hundred seventy-five (375) kiosks, employee shall receive options to
acquire 25,000 shares of Company common stock at an exercise price equal to
seventy-five percent (75%) of the closing bid price on the last business day of
the month in which employee became eligible hereunder. Parties to this contract
agree that this option starts at a level of 225 units already in existence when
employee signed this agreement. The initial option expires December 31, 2000.
Subsequent options expire on the 31st of December of the next calendar year that
those options become effective in.

(11) Subsequent Events
------------------

During January, 2000, the Company issued 3,800,000 common shares for an inactive
fully reporting company, for the purpose of the Company to become an SEC fully
reporting company.

On January 24, 2000, for 250,000 shares of its common stock, the Company entered
into a consulting agreement with an individual with regard to the preparation
and printing of certain materials for the Company.

During January, 2000, the Company issued 2,500,000 shares of its common stock
for $.10 per share.

F-20
<PAGE>

GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1999

(11) Subsequent Events, Continued
------------------------------

at the holder's option. If interest is paid in Common Stock, the number of
shares to be delivered in payment will be determined by taking the dollar amount
of interest being paid divided by the average of the closing bid prices for the
Common Stock for the ten trading days prior to the due date of such interest.
The Notes are convertible into Common Stock, upon certain Registration, and for
prices determined at various dates as defined in the agreement. The purchase
price was $500,000 in cash and cancellation of the $538,462 of the convertible
debentures outstanding as of December 31, 1999.

F-21
<PAGE>

Review Report of Independent Certified Public Accountants

Board of Directors
Go Online Networks Corporation

We have reviewed the accompanying balance sheet of Go Online Networks
Corporation, as of September 30, 2000, and the related statements of operations
for the three and nine month periods then ended and statement of cash flow for
the nine month period ended September 30, 2000 in accordance with Statements of
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of Go Online Networks Corporation.

A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

/s/ Miller and McCollom

Miller and McCollom, CPAs
Lakewood, Colorado
November 3, 2000

F-22

<PAGE>
GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Balance Sheet
September 30, 2000

<TABLE>
<CAPTION>
<S> <C>
ASSETS

Current Assets
Cash and cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220,596
Accounts receivable, net of allowances for doubtful . . . . . . . . . . . . . 173,827
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,333
Prepaid expenses and other current items. . . . . . . . . . . . . . . . . . . 19,743
-------------

Total current assets 538,499

Designs and trademarks - net of accumulated amortization of $41,677. . . . . . . 8,333
Property and equipment, net of accumulated depreciation of $447,834. . . . . . . 1,015,826
Other assets - Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,775
Goodwill - net of $15,298 Note 9. . . . . . . . . . . . . . . . . . . . . . . 902,635
-------------

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,504,068
=============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . $ 557,409
Notes payable and accrued interest. . . . . . . . . . . . . . . . . . . . . . 141,848
Advances from and accrued expense to officer. . . . . . . . . . . . . . . . . 98,144
Accrued lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 41,967
Current portion of Series A Convertible Debentures. . . . . . . . . . . . . . 500,000
Advances Payable - Note 8 . . . . . . . . . . . . . . . . . . . . . . . . . . 950,000
-------------

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 2,289,368

Convertible debentures - Notes 6 and 10. . . . . . . . . . . . . . . . . . . . . 1,025,000
-------------

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,314,368
-------------

Commitments and Contingencies - Notes 8 and 9
Stockholders' Equity (deficit): Notes 4, 5 and 9
Series A Convertible Preferred Stock, no par value, 100,000,000 Shares
authorized, 802,333 shares issued. . . . . . . . . . . . . . . . . . . . . . 323,783

Series B. Convertible Preferred Stock, $100 par value, 2,000 shares authorized:
2,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 200,000
Common stock: 100,000,000 shares authorized. 86,060,343 shares issued . . . . 9,579,694
Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . . . . (10,913,777)
-------------

Total stockholders' equity (deficit). . . . . . . . . . . . . . . . . . . (810,300)
-------------

Total liabilities and stockholders' equity (deficit) . . . . . . . . . . $ 2,504,068
=============
</TABLE>

The accompanying notes are an integral part of these statements.

F-23
<PAGE>

GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Operations
September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Three Months
ended ended
September 30, September 30,
2000 1999
--------------- ----------------

Sales and other revenues . . . . . . . . . . . . $ 436,358 $ 12,643
Less: cost of goods sold . . . . . . . . . . . 209,300 -
--------------- ----------------
Gross profit . . . . . . . . . . . . . . . . . 227,058 12,643

Expenses:
Amortization and depreciation. . . . . . . . 75,023 22,917
Rent . . . . . . . . . . . . . . . . . . . . . 23,752 27,114
Legal and professional fees. . . . . . . . . . 94,655 267,688
Contract services, salaries and payroll taxes. 562,922 83,205
Website development. . . . . . . . . . . . . . - 180,000
Compensation, officer. . . . . . . . . . . . . 24,000 24,000
Kiosk operating expense. . . . . . . . . . . . 70,490 -
Other. . . . . . . . . . . . . . . . . . . . . 145,371 290,673
--------------- ----------------
Total expenses . . . . . . . . . . . . . . . 996,213 855,597
--------------- ----------------

Net profit (loss) from operations. . . . . . . (769,155) (842,954)
Other income and expense:
Interest income. . . . . . . . . . . . . . . . 4 -
Interest expense . . . . . . . . . . . . . . . (30,354) (1,794)
Optional buyback . . . . . . . . . . . . . . . - (281,250)
Discount on convertible notes. . . . . . . . . - (188,462)
--------------- ----------------
Acquisition expense for public reporting . . . -
-
Net (loss) . . . . . . . . . . . . . . . . . . . (789,505) (1,351,381)
=============== ================

Net (loss) per common share. . . . . . . . . . . $ .01 $ .02
=============== ================

Weighted number of shares outstanding. . . . . 82,644,447 65,823,983
=============== ================
</TABLE>

The accompanying notes are an integral part of these statements.

F-24
<PAGE>

GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Operations
September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C>
Nine Months Nine Months
Ended Ended
September 30, September 30,
2000 1999
--------------- ---------------

Sales and other revenues . . . . . . . . . . . . $ 692,839 $ 13,017
Less: cost of goods sold . . . . . . . . . . . 220,410 -
--------------- ---------------
Gross profit . . . . . . . . . . . . . . . . . 472,429 13,017

Expenses:
Amortization and depreciation. . . . . . . . 178,975 45,455
Rent . . . . . . . . . . . . . . . . . . . . . 37,521 36,135
Legal and professional fees. . . . . . . . . . 335,063 306,612
Website development. . . . . . . . . . . . . . 839,954 180,000
Contract services, salaries and payroll taxes. - 117,055
Compensation to officer. . . . . . . . . . . . 72,000 72,000
Kiosk operating expense. . . . . . . . . . . . 371,297 -
Other. . . . . . . . . . . . . . . . . . . . . 215,359 376,308
--------------- ---------------
Total expenses . . . . . . . . . . . . . . . . 2,050,169 1,133,565
--------------- ---------------

Net profit (loss) from operations. . . . . . . (1,577,740) (1,120,548)

Other income and expense:
Interest income. . . . . . . . . . . . . . . . 4 -
Gain from sale of Actionomics. . . . . . . . . 139,280 -
Interest expense - other . . . . . . . . . . . (59,547) (38,715)
Optional buy back. . . . . . . . . . . . . . . - (625,000)
Discount on convertible notes. . . . . . . . . - (188,462)
Acquisition expense for public reporting . . . (450,000) -
Consulting services for Corporate Acquisition. (120,000) -
Loan costs, net of discounts . . . . . . . . . (11,538) -
Settlement of lawsuit. . . . . . . . . . . . . (23,000) -
--------------- ---------------
Net (loss) . . . . . . . . . . . . . . . . . . . $ (2,102,541) $ (1,972,725)
=============== ===============
Net (loss) per common share. . . . . . . . . . . $ .03 $ (.03)

Weighted number of shares outstanding. . . . . . 82,644,447 65,823,983
=============== ===============
</TABLE>

The accompanying notes are an integral part of these statements.

F-25
<PAGE>
GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C>
Nine
Months Nine Months
Ended Ended
September September
30, 2000 30, 1999
(Unaudited) (Unaudited)
----------- -----------
Operating Activities:
Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,102,541) $ (1,972,725)
Adjustments to reconcile net (loss) to net cash (used in) operating
activities
Amortization and depreciation. . . . . . . . . . . . . . . . . . . . 178,975 45,455
(Decrease) in accounts payable and accrued expenses. . . . . . . . 52,008 67,623
Increase (decrease) in unearned revenue. . . . . . . . . . . . . . (120,000) 145,000
Discount on debenture. . . . . . . . . . . . . . . . . . . . . . . 38,462 188,462
(Increase) in accounts receivable. . . . . . . . . . . . . . . . . 155,324
Common stock issued for expenses charged . . . . . . . . . . . . 1,038,920
Preferred stock issued for expenses charged. . . . . . . . . . . 173000
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,569) 342,453
------------ -------------

Net Cash (Used in) Operating Activities . . . . . . . . . . . . . . . . (606,371) (1,183,732)

Investing Activities:
Investments in equipment . . . . . . . . . . . . . . . . . . . . . . . (151,694) (418,658)
(Increase) in escrow account . . . . . . . . . . . . . . . . . . . . . - (265,767)
Decrease in escrow account . . . . . . . . . . . . . . . . . . . . . . - 265,767
Investment in goodwill and other assets. . . . . . . . . . . . . . . . (1,250,000) -
------------ -------------
Net cash (Used in) Investing Activities . . . . . . . . . . . . . . . . (1,401,694) (418,658)

Financing Activities:
Proceeds from loan . . . . . . . . . . . . . . . . . . . . . . . . . . 955,382 (102,000)
Repayment of convertible debentures and loans. . . . . . . . . . . . . (538,462) 452,000
Preferred stock converted. . . . . . . . . . . . . . . . . . . . . . . 5,600
Common stock issued. . . . . . . . . . . . . . . . . . . . . . . . . . 255,600 1,439,736
Proceeds from convertible debentures . . . . . . . . . . . . . . . . . 1,525,000 -
------------ -------------
2,203,120
Net cash provided by Financing Activities . . . . . . . . . . . . . . . 1,789,736

Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . 195,005 187,346

Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . 25,591 2,271
------------ -------------

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220,596 $ 189,617
============ =============
</TABLE>

The accompanying notes are an integral part of these statements.

F-26
<PAGE>
GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 (Unaudited)

NOTE 1 - FINANCIAL STATEMENTS

The financial statements included herein have been prepared by Go Online
Networks Corporation (Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted as allowed by such rules and regulations, and Go Online Networks
Corporation believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the December 31, 1999 audited financial statements and
the accompanying notes thereto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that will exist and
procedures that will be accomplished by Go Online Networks Corporation later in
the year. The results of operations for the interim periods are not necessarily
indicative of the results of operations for the full year.

NOTE 2 - BUSINESS OF THE COMPANY AND BASIS OF PRESENTATION

The Company currently operates in three divisions: high technology, e-commerce
business, and computer refurbishing business divisions. The internet kiosk
division installs internet kiosks in the mid-priced hotel market providing
internet access to the hotel guests. The Shop Go Online.com division provides
an internet website offering a variety of products and services. The
refurbishing division refurbishes computers under contract and warranties.

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained operating losses
since its inception and has a net capital deficiency. Management's plan to
continue in operation is to continue to attempt to raise additional debt or
equity capital until such time the Company is able to generate sufficient
operating revenue.

NOTE 3 - CORPORATE ACQUISITION

On January 10, 2000, the Company entered into an agreement with Westlake Capital
Corporation (Westlake) pursuant to which 3,000,000 shares of newly issued shares
were given to acquire Westlake.

F-27
<PAGE>

GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 (Unaudited)

NOTE 4 - STOCK ISSUED FOR SERVICES

On September 25, 2000, the Company issued 1,350,000 shares of its common stock
to various persons for legal and consulting services.

NOTE 5 - ACQUISITION OF DIGITAL WEST MARKETING, INC.

On August 31, 2000, the Company acquired all of the outstanding stock of Digital
West Marketing, Inc. The acquisition, for accounting purposes, was treated as a
purchase. In consideration for acquiring the stock, the Company paid $825,000
and these monies were utilized to pay back indebtedness, accounts payable, and
accrued expenses. In addition, the Company issued 750,000 restricted shares of
its common stock, a warrant to purchase an aggregate of 750,000 shares of the
Company's common stock for a period of two years at $.022 per share. The
restricted common stock issued was recorded at 90% of the Company's direct
market value as of the date of issuance. The Company also issued 2,000 shares
of its newly authorized Series B $100 Principal Amount Preferred Stock which is
convertible to common stock at a conversion price for each share of Common Stock
of the Company equal to the original principal amount of the preferred stock
divided by 100% of the average closing price of the common stock for the twenty
trading days preceding the date of the receipt of the shares to be converted.

Preferred Series B shareholders are entitled to receive dividends on the same
per share basis, at the same time, and to the same extent as the holders of
common stock. The Series B Shareholders are entitled to one vote for each share
of common stock into which the Preferred stock is convertible. The right to
convert common stock, the right to dividends and the right to vote become
effective after the Company shows a positive net income for one calendar
quarter. Under the same conditions, the preferred stock shall have liquidation
rights the same as common stock.

NOTE 6 - ISSUANCE OF SERIES 2000BA NOTES PAYABLE

F-28
<PAGE>

GO ONLINE NETWORKS CORPORATION
AND CONSOLIDATED SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 (Unaudited)

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

In June of 1998, the FASB issued Statement of Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities."
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities on the balance sheet at their value.
This statement, as amended by SFAS 137, is effective for financial statements
for all fiscal quarters to all fiscal years beginning after June 15, 2000. The
Company does not expect the adoption of this standard to have a material impact
on its results of operations, financial position or cash flows, as the Company
currently does not engage in any derivative or hedging activities.

NOTE 8 - PROPOSED MERGER

Subject to certain terms and conditions to be performed at closing, including a
registration with the Securities and Exchange Commission, the Company's
wholly-owned subsidiary, Westlake, will merge with two companies, whereby
4,166,666 shares and 1,388,888 of the Company's common stock, respectively, will
be issued for all of the common stock of the two companies. The combined
companies have advanced $950,000 in cash to the Company as of September 30,
2000.

NOTE 9 - GOODWILL

In connection with the acquisition of Digital West Marketing, Inc., the Company
recorded $917,933 of Goodwill, which is being amortized over fifteen years.

NOTE 10 - CONVERTIBLE NOTES PAYABLE

In July and September, the Company sold an aggregate of $525,000 of convertible
notes payable, with interest at 10%. The notes are convertible into common
stock of the Company at the lower of 60% of the average market closing price for
the ten days prior to conversion or $.18 per share.

NOTE 11 - PREFERRED STOCK ISSUED FOR SERVICES

The Company issued an aggregate of 150,000 shares of its Series A Convertible
Preferred Stock to various persons for performing certain consulting activities.

F-29
<PAGE>

Report of Independent Certified Public Accountants
--------------------------------------------------

To the Board of Directors
Netstrat, Inc.

We have audited the accompanying balance sheet of Netstrat, Inc. as of December
31, 1999, and the related statements of operations, changes in stockholders'
(deficit), and cash flows from July 21, 1999, (date of inception) through
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Netstrat, Inc. as of December
31, 1999, and the results of its operations, its changes in stockholders'
(deficit) and its cash flows from July 21, 1999 (date of inception) through
December 31, 1999, in conformity with generally accepted accounting principles.

Miller and McCollom
Certified Public Accountants
7400 West 14th Avenue, Suite 10
Lakewood, CO 80215
November 20, 2000

F-30
<PAGE>
NETSTRAT, INC.
(A Development Stage Company)

Balance Sheets

ASSETS

<S> <C> <C>
September 30,
December 31, 2000
1999 (Unaudited)
--------------- ------------

Current Assets . . . . . . . . . . . . . . . . . . . . $ - $ -
Other Assets - Note 4. . . . . . . . . . . . . . . . . - 700,000
Total Assets . . . . . . . . . . . . . . . . . . . $ - $ 700,000
--------------- ------------

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

Current Liabilities. . . . . . . . . . . . . . . . . . $ 2,206 $ 10,469
Total current liabilities. . . . . . . . . . . . . . 2,206 10,469
--------------- ------------

Stockholders Equity (deficit)
Common Stock, $.001 par value. . . . . . . . . . . . 5,710 99,710
$100,000,000 shares authorized,
5,710,194 shares issued and
outstanding at December 31, 1999,
and 99,710,194 shares issued
and outstanding at September 30, 2000
Additional Paid-in-Capital . . . . . . . . . . . . . - 606,000
Retained earnings (deficit). . . . . . . . . . . . . (7,916) (16,179)

Total stockholders' equity (deficit) . . . . . . . . (2,206) 689,531

Total liabilities and stockholders' equity (deficit) $ - $ 700,000
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-31
<PAGE>
NETSTRAT, INC.
(A Development Stage Company)

Statements of Operations
For the period from July 21, 1999 (date of inception)
Through September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the Period from
For the nine months July 21, 1999,
For the year ended ended September 30, (date of inception) to
December 31, 2000 September 30, 2000
2000 (Unaudited) (Unaudited)
--------------------- --------------------- ------------------------

Revenue . . . . . . . . . $ - $ - $ -

Expenses:
Administrative expenses 7,916 8,263 16,179

Net loss. . . . . . . . $ (7,916) $ (8,263) $ (16,179)
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-32
<PAGE>

NETSTRAT, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Period from July 21, 1999 (date of inception) through
September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional
Number of Stock Paid-In Accumulated
Shares Amount Capital (Deficit) Total
---------- ------- -------- ------------- ---------

Balance at July 21, 1999

Common stock issued to
parent company . . . . . . . . 5,710,194 $ 5,710 $ - $ - $ 5,710

Net (loss) for period ended
December 31, 1999. . . . . . . - - - (7,916) (7,916)

Balance at December 31, 1999 . 5,710,194 5,710 - (7,916) (2,206)

Common stock issued for cash
(unaudited). . . . . . . . . . 94,000,000 94,000 606,000 - 700,000

Net loss for period ended
September 30, 2000
(unaudited). . . . . . . . . . - - - (8,263) (8,263)

Balance at September 30, 2000
(unaudited). . . . . . . . . . 99,710,194 $99,710 $606,000 $ (16,179) $689,531
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-33
<PAGE>

NETSTRAT, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Period from July 21, 1999 (date of inception) through
September 30, 2000

<S> <C> <C> <C>
For the period from
Nine months July 21, 1999
ended (date of inception)
Year ended September 30, through
December 31, 2000 September 30, 2000
1999 (Unaudited) (Unaudited)
--------------------- -------------------- ------------

Operating activities:
Net (loss). . . . . . . . . . . $ (7,916) $ (8,263) $ (16,179)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities
Amortization. . . . . . . . . 5,710 - 5,710
Increase in accounts payable. 2,206 8,263 10,469

Cash flows from investing
Activities - Note 3 . . . . . - (700,000) (700,000)

Cash flows from financing
Activities:
Issuance of common stock. . . - 700,000 700,000

Increase (decrease) in cash . . - - -

Cash, beginning of period . . . - - -

Cash, end of period . . . . . . $ - $ - $ -

Interest paid . . . . . . . . . $ - $ - $ -

Income taxes paid . . . . . . . $ - $ - $ -
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-34
<PAGE>

NETSTRAT, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(1) Summary of Accounting Policies
---------------------------------

This summary of significant accounting policies of Netstrat, Inc. (Company) is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

(a) Description of Business
-------------------------

The Company was organized on July 21, 1999, for the purpose of engaging in any
lawful business but it is management's plan to seek a business combination. The
Company is a development-stage company since planned principal operations have
not commenced. The Company has selected December 31 as its year end.

(b) Use of Estimates in the Preparation of Financial Statements
-------------------------------------------------------------------

Costs incurred to organize the Company have been expensed.

F-35
<PAGE>

NETSTRAT, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(d) Income Taxes
-------------

As of December 31, 1999, the Company had net operating losses available for
carryover to future years of approximately $2,300, expiring in various years
through 2019. Utilization of the carryover may be limited if there is a change
in control of the Company. As of December 31, 1999, the Company has total
deferred tax assets of approximately $700 due to operating loss carryforwards.
However, because of the uncertainty of potential realization of these tax
assets, the Company has provided a valuation allowance for the $700. Thus, no
tax assets have been recorded in the financial statements as of December 31,
1999.

(2) Common Stock Issued
---------------------

During the period ended December 31, 1999, the Company issued 5,710,194
restricted shares of common stock for the cost of organizing the Company.
During the period ended September 30, 2000, the Company issued 94,000,000
restricted shares of common stock for $700,000 cash.

(3) Merger Agreement
-----------------

The Company entered into a merger agreement with Westlake Capital Corp., a
Colorado corporation and wholly-owned subsidiary of Go Online Networks
Corporation, and Go Online Networks Corporation (GONT) whereby the Company's
common stock will be converted into 4,166,666 shares of GONT common stock.
Westlake Capital Corp. would be the surviving corporation. Such merger is
dependent upon the filing of the Form S-4 with the Securities and Exchange
Commission, and the closing thereof shall be effective upon filing a Certificate
of Merger with the Secretaries of State for the states of Nevada and Colorado.
The closing shall be no later than the time following the clearance of GONT's
Form S-4 filing.

(4) Other Assets
-------------

The Company received $700,000 from the sale of its common stock during
September, 2000. The Company advanced the funds to GONT pending the completion
of the merger described in Note 3. Subsequent to the merger the $700,000 will
become a receivable from GONT.

F-36
<PAGE>

NETSTRAT, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(5) Comprehensive Income
---------------------

The Company adopted Statement of Financial Account Standards ("FAS") No. 130,
"Reporting Comprehensive Income" FAS No. 130 requires that the components and
total amounts of comprehensive income be displayed in the financial statements
beginning in 1998. Comprehensive income includes net income and all changes in
equity during a period that arise from non-owner sources, such as foreign
currency items and unrealized gains and losses on certain investments in equity
securities. The Company does not have any components of comprehensive income
other than net income (loss).

(6) Recent Accounting Pronouncements
----------------------------------

In June of 1998, the FASB issued Statement of Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities."
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities on the balance sheet at their value.
This statement, as amended by SFAS 137, is effective for financial statements
for all fiscal quarters to all fiscal years beginning after June 15, 2000. The
Company does not expect the adoption of this standard to have a material impact
on its results of operation, financial position, or cash flows as the Company
currently does not engage in any derivative or hedging activities.

F-37
<PAGE>

Report of Independent Certified Public Accountants
--------------------------------------------------

To the Board of Directors
Amer Software, Inc.

We have audited the accompanying balance sheet of Amer Software, Inc. as of
December 31, 1999, and the related statements of operations, changes in
stockholders' (deficit), and cash flows from July 21, 1999, (date of inception)
through December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Amer Software, Inc. as of
December 31, 1999, and the results of its operations, its changes in
stockholders' (deficit) and its cash flows from July 21, 1999 (date of
inception) through December 31, 1999, in conformity with generally accepted
accounting principles.

Miller and McCollom
Certified Public Accountants
7400 West 14th Avenue, Suite 10
Lakewood, CO 80215
November 20, 2000

F-38
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

Balance Sheets

ASSETS

<S> <C> <C>
September 30,
December 31, 2000
1999 (Unaudited)
--------------- ------------

Current Assets . . . . . . . . . . . . . . . . . . . . $ - $ -
Other Assets - Note 4. . . . . . . . . . . . . . . . . - 250,000
Total Assets . . . . . . . . . . . . . . . . . . . $ - $ 250,000
--------------- ------------

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

Current Liabilities. . . . . . . . . . . . . . . . . . $ 2,173 $ 10,487
Total current liabilities. . . . . . . . . . . . . . 2,173 10,487
--------------- ------------

Stockholders Equity (deficit)
Common Stock, $.001 par value. . . . . . . . . . . . 5,710 99,710
$100,000,000 shares authorized,
5,710,194 shares issued and
outstanding at December 31, 1999,
and 99,710,194 shares issued
and outstanding at September 30, 2000
Additional Paid-in-Capital . . . . . . . . . . . . . - 156,000
Retained earnings (deficit). . . . . . . . . . . . . (7,883) (16,197)

Total stockholders' equity (deficit) . . . . . . . . (2,173) 239,513

Total liabilities and stockholders' equity (deficit) $ - $ 250,000
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-39
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

Statements of Operations
For the period from July 21, 1999 (date of inception)
Through September 30, 2000

<S> <C> <C> <C>
For the Period from
For the nine months July 21, 1999,
For the year ended ended September 30, (date of inception) to
December 31, 2000 September 30, 2000
1999 (Unaudited) (Unaudited)
--------------------- --------------------- ------------------------

Revenue . . . . . . . . . $ - $ - $ -

Expenses:
Administrative expenses 7,883 8,314 16,197

Net loss. . . . . . . . $ (7,883) $ (8,314) $ (16,197)
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-40
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Period from July 21, 1999 (date of inception) through
September 30, 2000

<S> <C> <C> <C> <C> <C>
Additional
Number of Stock Paid-In Accumulated
Shares Amount Capital (Deficit) Total
---------- ------- -------- ------------- ---------

Balance at July 21, 1999

Common stock issued to
parent company . . . . . . . . 5,710,194 $ 5,710 $ - $ - $ 5,710

Net (loss) for period ended
December 31, 1999. . . . . . . - - - (7,883) (7,883)

Balance at December 31, 1999 . 5,710,194 5,710 - (7,883) (2,173)

Common stock issued for cash
(unaudited). . . . . . . . . . 94,000,000 94,000 156,000 - 250,000

Net loss for period ended
September 30, 2000
(unaudited). . . . . . . . . . - - - (8,314) (8,314)

Balance at September 30, 2000
(unaudited). . . . . . . . . . 99,710,194 $99,710 $156,000 $ (16,197) $239,513
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-41
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Period from July 21, 1999 (date of inception) through
September 30, 2000

<S> <C> <C> <C>
For the period from
For the period from Nine months July 21, 1999
July 21, 1999 ended (date of inception)
(date of inception) September 30, through
through 2000 September 30, 2000
December 31, 1999 (Unaudited) (Unaudited)
--------------------- -------------------- --------------------

Operating activities:
Net (loss). . . . . . . . . . . $ (7,883) $ (8,314) $ (16,197)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities
Amortization. . . . . . . . . 5,710 - 5,710
Increase in accounts payable. 2,173 8,314 10,487

Cash flows from investing
Activities - Note 3 . . . . . - (250,000) (250,000)

Cash flows from financing
Activities:
Issuance of common stock. . . - 250,000 250,000

Increase (decrease) in cash . . - - -

Cash, beginning of period . . . - - -

Cash, end of period . . . . . . $ - $ - $ -

Interest paid . . . . . . . . . $ - $ - $ -

Income taxes paid . . . . . . . $ - $ - $ -
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-42
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(7) Summary of Accounting Policies
---------------------------------

This summary of significant accounting policies of Amer Software, Inc. (Company)
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

(a) Description of Business
-------------------------

(b) Use of Estimates in the Preparation of Financial Statements
-------------------------------------------------------------------

Costs incurred to organize the Company have been expensed.

F-43
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(d) Income Taxes
-------------

(8) Common Stock Issued
---------------------

(9) Merger Agreement
-----------------

The Company entered into a merger agreement with Westlake Capital Corp., a
Colorado corporation and wholly-owned subsidiary of Go Online Networks
Corporation, and Go Online Networks Corporation (GONT) whereby the Company's
common stock will be converted into 1,388,888 shares of GONT common stock.
Westlake Capital Corp. would be the surviving corporation. Such merger is
dependent upon the filing of the Form S-4 with the Securities and Exchange
Commission, and the closing thereof shall be effective upon filing a Certificate
of Merger with the Secretaries of State for the states of Nevada and Colorado.
The closing shall be no later than the time following the clearance of GONT's
Form S-4 filing.

(10) Other Assets
-------------

The Company received $250,000 from the sale of its common stock during
September, 2000. The Company advanced the funds to GONT pending the completion
of the merger described in Note 3. Subsequent to the merger the $250,000 will
become a receivable from GONT.

F-44
<PAGE>

AMER SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and September 30, 2000
(Unaudited)

(11) Comprehensive Income
---------------------

(12) Recent Accounting Pronouncements
----------------------------------

In June of 1998, the FASB issued Statement of Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities."
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities on the balance sheet at their value.
This statement, as amended by SFAS 137, is effective for financial statements
for all fiscal quarters to all fiscal years beginning after June 15, 2000. The
Company does not expect the adoption of this standard to have a material impact
on its results of operation, financial position, or cash flows as the Company
currently does not engage in any derivative or hedging activities.

<PAGE>

APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered
into this 26th day of September, 2000, by and among GO ONLINE NETWORKS
CORPORATION, a Delaware corporation ("GONT"), WESTLAKE CAPITAL CORP., a Colorado
corporation and a wholly-owned subsidiary of GONT ("Westlake"), and the
"Surviving Corporation"), and NETSTRAT, INC., a Nevada corporation ("NetStrat").

RECITALS
--------

A. Westlake is a wholly-owned subsidiary of GONT.

B. Subject to and in accordance with the terms and conditions of this
Agreement and pursuant to the Certificate of Merger attached hereto as Exhibit A
("Certificate of Merger"), the parties intend that NetStrat will merge with and
into Westlake (the "Merger"), whereby at the Effective Time of the Merger, all
of the NetStrat Common Stock will be converted into four million one hundred
sixty-six thousand six hundred sixty-six (4,166,666) shares of GONT Common Stock

C. For federal income tax purposes, it is intended that the Mergers
shall qualify as a tax free reorganization within the meaning of '368(a)(2)(D)
of the Code.

D. The parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
consummation of the Mergers.

AGREEMENT
---------

NOW, THEREFORE, in reliance on the foregoing recitals and in and for the
consideration and mutual covenants set forth herein, the parties agree as
follows:

10 CERTAIN DEFINITIONS.
--------------------

1.1 "GONT COMMON STOCK" shall mean all of the outstanding shares of
Common Stock of GONT.

1.2 "GONT DISCLOSURE SCHEDULE" shall mean the disclosure schedule
provided to NetStrat by GONT and Westlake disclosing such items and matters as
are required to be disclosed under this Agreement.

1.3 "GONT FINANCIAL STATEMENTS" shall mean GONT's audited balance sheet
as of December 31, 1999, and statements of operations, stockholder's equity and
cash flow for the twelve (12) month period then ended and GONT's unaudited
balance sheet as of June 30, 2000 and statements of operations, stockholder's
equity and cash flow for the six month period then ended.

A-1
<PAGE>

1.4 "GONT PRODUCTS/SERVICES" shall mean all products or services which
have been, or are being, marketed by GONT, or are currently under development,
and all patents, patent applications, trade secrets, copyrights, trademarks,
trade names and other proprietary rights related to such products or services.

1.5 "AFFILIATE" shall have the meaning set forth in the rules and
regulations promulgated by the Commission pursuant to the Securities Act.

1.6 "CLOSING" shall mean the closing of the transactions contemplated
by this Agreement.

1.7 "CLOSING DATE" shall mean the date of the Closing.

1.8 "CODE" shall mean the United States Internal Revenue Code of 1986,
as amended.

1.9 "COMMISSION" shall mean the United States Securities and Exchange
Commission.

1.10 "DISSENTING SHARES" shall mean those shares held by holders who
perfect their appraisal rights under the applicable state laws.

1.11 "EFFECTIVE TIME" shall mean the date and time of the effectiveness
of the Merger under Nevada and Colorado law.

1.12 "GAAP" shall mean generally accepted accounting principles.

1.13 "NETSTRAT COMMON STOCK" shall mean all the outstanding shares of
common stock of NetStrat.

1.14 "NETSTRAT DISCLOSURE SCHEDULE" shall mean the disclosure schedule
provided to GONT and Westlake by NetStrat disclosing such items and matters as
are required to be disclosed under this Agreement.

1.15 "NETSTRAT FINANCIAL STATEMENTS" shall mean NetStrat's audited
balance sheet as of December 31, 1999, and statements of operations,
stockholders' equity and cash flow for the twelve (12) month period then-ended
and NetStrat's unaudited balance sheet as of June 30, 2000, and statements of
operations, stockholders' equity and cash flow for the six (6) month period
then-ended.

1.16 "NETSTRAT PRODUCTS/SERVICES" shall mean all products or services
which have been, or are being, marketed by NetStrat or are currently under
development, and all trade secrets, copyrights, trademarks, trade names and
other proprietary rights related to such products or services.

A-2
<PAGE>
1.17 "MATERIAL ADVERSE EFFECT" shall mean an effect on the operations,
assets or financial condition of an entity considered as a whole which would
lead a reasonable business person to conclude that entering into the Merger
would not be advisable in light of the effect.

1.18 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

1.19 "SUBSIDIARY" OR "SUBSIDIARIES" shall mean all corporations,
trusts, partnerships, associations, joint ventures or other Persons, as defined
below, of which a corporation or any other Subsidiary of such corporation owns
not less than twenty percent (20%) of the voting securities or other equity or
of which such corporation or any other Subsidiary of such corporation possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies, whether through ownership of voting shares, management
contracts or otherwise. "Person" means any individual, corporation, trust,
association, partnership, proprietorship, joint venture or other entity.

1.20 "TRANSACTION DOCUMENTS" shall mean all documents or agreements
attached as an exhibit or schedule hereto, and set forth on the Table of
Contents.

20 PLAN OF REORGANIZATION.
------------------------

2.1 THE MERGER. Subject to the terms and conditions of this Agreement
and the Certificate of Merger, NetStrat shall be merged with and into Westlake
in accordance with the applic-able provisions of the laws of the States of
Nevada and Colorado, and with the terms and conditions of this Agreement and the
Certificates of Merger set forth as Exhibits A and, B so that:

(A) At the Effective Time (as defined in Section 2.5 (below)), NetStrat
shall be merged with and into Westlake. As a result of the Merger, the separate
corporate existence of NetStrat shall cease, and Westlake shall continue as the
surviving corporation, and shall succeed to and assume all of the rights and
obligations of NetStrat (which shall include the rights and obligations of GONT)
in accordance with the laws of Colorado.

(B) The Certificate of Incorporation and Bylaws of Westlake in effect
immediately prior to the Effective Time shall be the Certificate of
Incorporation and Bylaws, respectively, of the Surviving Corporation after the
Effective Time unless and until further amended as provided by law.

2.2 CONVERSION OF SHARES. All of the shares of NetStrat common stock,
issued and outstanding immediately prior to the Effective Time will, by virture
of the Merger, and at the Effective Time, and without further action on the part
of the shareholders of NetStrat, be converted into four million one hundred
sixty-six thousand six hundred and sixty-six (4,166,666) shares of fully paid
and nonassessable shares of GONT common stock.

2.3 FRACTIONAL SHARES. No fractional shares of GONT common stock will
be issued in connection with the Subsequent Merger.

A-3
<PAGE>
2.4 THE CLOSING. Subject to termination of this Agreement as provided
in Section 10 (below), the Closing shall take place at the offices of Cutler Law
Group, 610 Newport Center Drive, Suite 800, Newport Beach, CA 92660, as soon as
possible upon the satisfaction or waiver of all conditions set forth in Sections
8, 9 and 10 hereof, or such other time and place as is mutually agreeable to the
parties. The Closing shall be no later than the time following the clearance
of GONT's Form S-4 filed in connection with this Agreement.

2.5 EFFECTIVE TIME. Simultaneously with the Closing, the Certificate
of Merger for the Merger shall be filed in the office of the Secretary of State
of the State of Nevada and the Secretary of State of the State of Colorado. The
Merger shall become effective immediately upon the filing of the Certificate of
Merger with such offices.

2.6 TAX FREE REORGANIZATION. The parties intend to adopt this
Agreement as a tax-free plan of reorganization and to consummate the Mergers in
accordance with the provisions of '368(a)(2)(D) of the Code. Each party agrees
that it will not take or assert any position on any tax return, report or
otherwise which is inconsistent with the qualification of the Mergers as a
reorganization within the meaning of '368(a) of the Code. Except for cash paid
in lieu of fractional shares, no consideration that could constitute "other
property" within the meaning of '356 of the Code is being paid by GONT for the
NetStrat Common Stock. In addition, GONT and Westlake represent now, and as of
the Closing Date, that they presently intend to continue NetStrat's historic
business or use a significant portion of NetStrat's business assets in a
business.

30 REPRESENTATIONS AND WARRANTIES OF GONT AND WESTLAKE. Except as
otherwise set forth in the GONT Disclosure Schedule attached hereto, GONT and
Westlake jointly and severally represent and warrant to NetStrat as set forth
below. No fact or circumstance disclosed shall constitute an exception to these
representations and warranties unless such fact or circumstance is set forth in
the GONT Disclosure Schedule or such supplements thereto as may mutually be
agreed upon in writing by GONT, Westlake and NetStrat.

3.1 ORGANIZATION. GONT and Westlake are corporations duly organized,
validly existing and in good standing under the laws of the state of
incorporation of such entity and have the corporate power and authority to carry
on their respective businesses as it is now being conducted. GONT and Westlake
are duly qualified or licensed to do business and are in good standing in each
jurisdiction in which the nature of their respective businesses or properties
makes such qualification or licensing necessary except where the failure to be
so qualified would not have a Material Adverse Effect on GONT and Westlake.

A-4
<PAGE>
3.2 CAPITALIZATION. The authorized capital of GONT will consist, prior
to the Closing, of 100,000,000 shares of Common Stock, of which 83,960,343
shares were issued and outstanding at June 30, 2000. GONT is the record and
beneficial owner of all shares of Westlake Common Stock, free and clear of any
and all claims, liens, encumbrances or security interests. All of the issued
and outstanding shares of GONT and Westlake capital stock have been duly
authorized, validly issued, are fully paid and nonassessable, and such capital
stock has been issued in full compliance with all applicable federal and state
securities laws. None of GONT's or Westlake's issued and outstanding shares of
capital stock are subject to repurchase or redemption rights.

3.3 POWER, AUTHORITY AND VALIDITY. GONT and Westlake have the
corporate power to enter into this Agreement and the other Transaction Documents
to which they are parties and to carry out their obligations hereunder and
thereunder. The execution and delivery of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by the Boards of Directors of GONT and
Westlake and, except for approval of the shareholders of GONT, no other
corporate proceedings on the part of GONT or Westlake are necessary to authorize
this Agreement, the other Transaction Documents and the transactions
contemplated herein and therein. GONT and Westlake are not subject to, or
obligated under, any charter, bylaw or contract provision or any license,
franchise or permit, or subject to any order or decree, which would be breached
or violated by or in conflict with its executing and carrying out this Agreement
and the transactions contemplated hereunder and under the Transaction Documents.
Except for (i) the filing of the Certificate of Merger with the Secretary of
State of the State of Nevada and appropriate documents with the relevant
authorities of other states in which GONT is qualified to do business, (ii) the
filing of the Certficate of Merger with the Secretary of State of the State of
Colorado and (ii) filings under applicable securities laws, no consent of any
person who is a party to a contract which is material to GONT's business, nor
consent of any governmental authority, is required to be obtained on the part of
GONT to permit the transactions contemplated herein and to permit GONT to
continue the business activities of GONT as previously conducted by GONT without
a Material Adverse Effect. This Agreement is, and the other Transaction
Documents when executed and delivered by GONT and Westlake shall be, the valid
and binding obligations of GONT and Westlake, enforceable in accordance with
their respective terms.

3.4 FINANCIAL STATEMENTS.

(A) GONT has made available to NetStrat copies of the GONT Financial
Statements.

(B) The GONT Financial Statements are complete and in accordance with
the books and records of GONT and present fairly the financial position of GONT
as of its historical dates. The GONT Financial Statements have been prepared in
accordance with GAAP, applied on a basis consistent with prior periods.

3.5 TAX MATTERS.

A-5
<PAGE>
(A) GONT has fully and timely, properly and accurately filed all tax
returns and reports required to be filed by it (or extensions thereof),
including all federal, foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due. All such returns, reports and estimates were prepared in
the manner required by applicable law. All income, sales, use, occupation,
property or other taxes or assessments due from GONT have been paid. There are
no pending assessments, asserted deficiencies or claims for additional taxes
that have not been paid. The reserves for taxes, if any, reflected on the GONT
Financial Statements are adequate and there are no tax liens on any property or
assets of GONT. There have been no audits or examinations of any tax returns or
reports by any applicable governmental agency. No state of facts exists or has
existed which would constitute grounds for the assessment of any penalty or of
any further tax liability beyond that shown on the respective tax reports,
returns or estimates. There are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any federal, state or local
income tax return or report for any period.

(B) All taxes which GONT has been required to collect or withhold have
been duly withheld or collected and, to the extent required, have been paid to
the proper taxing authority.

(D) At no time has GONT been included in the federal consolidated
income tax return of any affiliated group of corporations.

(E) No payment which GONT is obliged to pay to any director, officer,
employee or independent contractor pursuant to the terms of an employment
agree-ment, severance agreement or otherwise will constitute an excess parachute
payment as defined in '280G of the Code.

(F) GONT is not currently under any contractual obligation to pay any
tax obligations of, or with respect to any transaction relating to, any other
person or to indemnify any other person with respect to any tax.

3.6 TAX-FREE REORGANIZATION.

(A) Neither GONT nor Westlake has taken or agreed to take any action
that would prevent the Mergers from constituting a reorganization qualifying
under the provi-sions of '368(a) of the Code.

(B) Neither GONT nor Westlake is an investment company as defined in
''368(a)(2)(F)(iii) and (iv) of the Code.

3.7 NO BROKERS. Neither GONT nor Westlake is obligated for the payment
of fees or expenses of any broker or finder in connection with the origin,
negotiation or execution of this Agreement or the Certificate of Merger or in
connection with any transaction contemplated hereby or thereby.

A-6
<PAGE>
40 REPRESENTATIONS AND WARRANTIES OF NETSTRAT, Except as otherwise set
forth in the NetStrat Disclosure Schedule attached hereto, NetStrat jointly and
severally represent and warrant to GONT as set forth below. No fact or
circumstance disclosed to GONT shall constitute an exception to these
representations and warranties unless such fact or circumstance is set forth in
the NetStrat Disclosure Schedule or such supplements thereto as may mutually be
agreed upon in writing by NetStrat and GONT.

4.1 ORGANIZATION. NetStrat is a corporations duly organized, validly
existing and in good standing under the laws of the state of incorporation of
such entity and have the corporate power and authority to carry on their
respective businesses as it is now being conducted. NetStrat is duly qualified
or licensed to do business and are in good standing in each jurisdiction in
which the nature of its business or properties makes such qualification or
licensing necessary except where the failure to be so qualified would not have a
Material Adverse Effect on NetStrat. True and complete copies of NetStrat's
Articles of Incorporation and Bylaws, as in effect on the date hereof and as to
be in effect as of the Closing, have been provided to GONT or its
representatives.

4.2 CAPITALIZATION.

(A) The authorized capital of NetStrat will consist, prior to the
Closing, of 100,000,000 shares of Common Stock, of which approximately 5,710,194
shares are issued and outstanding as of the date hereof. All of the NetStrat
Common Stock is free and clear of any and all claims, liens, encumbrances or
security interests.

(B) Except as set forth in the NetStrat Disclosure Schedule, NetStrat
has no outstanding preemptive rights, subscription rights, options, warrants,
rights to convert or exchange, capital stock equivalents, or other rights to
purchase or otherwise acquire any NetStrat capital stock or other securities.

(C) All of the issued and outstanding shares of NetStrat capital stock
have been duly authorized, validly issued, are fully paid and nonassessable, and
such capital stock has been issued in full compliance with all applicable
federal and state securities laws. None of NetStrat's issued and outstanding
shares of capital stock are subject to repurchase or redemption rights.

(D) Except for any restrictions imposed by applicable state and federal
securities laws, there is no right of first refusal, option, or other
restriction on transfer applicable to any shares of NetStrat's capital stock.

(E) NetStrat is not under any obligation to register under the
Securities Act any shares of its capital stock or any other of its securities
that might be issued in the future if the Merger were not consummated.

(F) NetStrat is not a party or subject to any agreement or
understanding and there is no agreement or understanding between or among any
persons that affects or relates to the voting or giving of written consent with
respect to any security.

A-7
<PAGE>
4.3 POWER, AUTHORITY AND VALIDITY. NetStrat has the corporate power to
enter into this Agreement and the other Transaction Documents to which it is a
party and to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement and the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by the Boards of Directors of NetStrat and no other corporate
proceedings on the part of NetStrat are necessary to authorize this Agreement,
the other Transaction Documents and the transactions contemplated herein and
therein. NetStrat is not subject to, or obligated under, any charter, bylaw or
contract provision or any license, franchise or permit, or subject to any order
or decree, which would be breached or violated by or in conflict with its
executing and carrying out this Agreement and the transactions contemplated
hereunder and under the Transaction Documents. Except for (i) the filing of the
Certificate of Merger with the Secretary of State of the State of Nevada and
appropriate documents with the relevant authorities of other states in which
NetStrat is qualified to do business, (ii) the filing of the Certficate of
Merger with the Secretary of State of the State of Colorado and (ii) filings
under applicable securities laws, no consent of any person who is a party to a
contract which is material to NetStrat's business, nor consent of any
governmental authority, is required to be obtained on the part of NetStrat to
permit the transactions contemplated herein and to permit NetStrat to continue
the business activities of NetStrat as previously conducted by NetStrat without
a Material Adverse Effect. This Agreement is, and the other Transaction
Documents when executed and delivered by NetStrat shall be, the valid and
binding obligations of NetStrat, enforceable in accordance with their respective
terms.

4.4 FINANCIAL STATEMENTS.

(A) NetStrat has delivered to GONT copies of the NetStrat Financial
Statements.

(B) The NetStrat Financial Statements are complete and in accordance
with the books and records of NetStrat and present fairly the financial position
of NetStrat as of its historical dates. The NetStrat Financial Statements have
been prepared in accordance with GAAP, applied on a basis consistent with prior
periods. Except and to the extent reflected or reserved against in such balance
sheets (including the notes thereto), NetStrat does not have, as of the dates of
such balance sheets, any liabilities or obligations (absolute or contingent) of
a nature required or customarily reflected in a balance sheet (or the notes
thereto) prepared in accordance with GAAP. The reserves, if any, reflected on
the NetStrat Financial Statements are adequate in light of the contingencies
with respect to which they are made.

(C) NetStrat has no debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected or reserved against in the NetStrat Financial
Statements, except for those (i) that may have been incurred after the date of
the NetStrat Financial Statements; or (ii) that are not required by GAAP to be
included in a balance sheet or the notes thereto, except that NetStrat has not
established any reserves with respect to the costs and fees associated with this
Agreement, the other Transaction Documents, and the transactions contemplated
hereby and thereby. All material debts, liabilities, and obligations incurred
after the date of the NetStrat Financial Statements were incurred in the
ordinary course of business, and are usual and normal in amount both
individually and in the aggregate.

A-8
<PAGE>
4.5 TAX MATTERS.

(AI NetStrat has fully and timely, properly and accurately filed all
tax returns and reports required to be filed by it (or extensions thereof),
including all federal, foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due. All such returns, reports and estimates were prepared in
the manner required by applicable law. All income, sales, use, occupation,
property or other taxes or assessments due from NetStrat have been paid. There
are no pending assessments, asserted deficiencies or claims for additional taxes
that have not been paid. The reserves for taxes, if any, reflected on the
NetStrat Financial Statements are adequate and there are no tax liens on any
property or assets of NetStrat. There have been no audits or examinations of
any tax returns or reports by any applicable governmental agency. No state of
facts exists or has existed which would constitute grounds for the assessment of
any penalty or of any further tax liability beyond that shown on the respective
tax reports, returns or estimates. There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any federal,
state or local income tax return or report for any period.

(BI All taxes which NetStrat has been required to collect or withhold
have been duly withheld or collected and, to the extent required, have been paid
to the proper taxing authority.

(CI NetStrat is not a party to any tax-sharing agreement or similar
arrangement with any other party.

(DI At no time has NetStrat been included in the federal consolidated
income tax return of any affiliated group of corporations.

(EI No payment which NetStrat is obliged to pay to any director,
officer, employee or independent contractor pursuant to the terms of an
employment agree-ment, severance agreement or otherwise will constitute an
excess parachute payment as defined in '280G of the Code.

(FI NetStrat is not currently under any contractual obligation to pay
any tax obligations of, or with respect to any transaction relating to, any
other person or to indemnify any other person with respect to any tax.

4.6 TAX-FREE REORGANIZATION.

(AI NetStrat has not taken or agreed to take any action that would
prevent the Merger from constituting a reorganization qualifying under the
provi-sions of '368(a) of the Code.

(BI NetStrat is not an investment company as defined in
''368(a)(2)(F)(iii) and (iv) of the Code.

A-9
<PAGE>
4.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1999,
NetStrat has not:

(AI suffered any material adverse change in its financial condition or
in the operations of its business, nor any material adverse changes in its
balance sheet, (with the NetStrat Financial Statements and any subsequent
balance sheet analyzed as if each had been prepared according to GAAP),
including but not limited to cash distributions or material decreases in the net
assets of NetStrat;

(BI suffered any damage, destruction or loss, whether covered by
insurance or not, materially and adversely affecting its properties or business;

(CI granted or agreed to make any increase in the compensation payable
or to become payable by it to its officers or employees, except those occurring
in the ordinary course of business;

(DI declared, set aside or paid any dividend or made any other
distribution on or in respect of the shares of its capital stock or declared any
direct or indirect redemption, retirement, purchase or other acquisition by it
of such shares;

(EI issued any shares of its capital stock or any warrants, rights,
options or entered into any commitment relating to its shares except for the
issuance of its pursuant to the exercise of outstanding options;

(FI made any change in the accounting methods or practices it follows,
whether for general financial or tax purposes, or any change in depreciation or
amorti-zation policies or rates adopted therein;

(GI sold, leased, abandoned or otherwise disposed of any real property
or any machinery, equipment or other operating property other than in the
ordinary course of business;

(HI sold, assigned, transferred, licensed or otherwise disposed of any
patent, trademark, trade name, brand name, copyright (or pending application for
any patent, trademark or copyright) invention, work of authorship, process,
know-how, formula or trade secret or interest thereunder or other intangible
asset except in the ordinary course of its business;

(II suffered any labor dispute;

(JI engaged in any activity or entered into any material commitment or
transaction (including without limitation any borrowing or capital expenditure)
other than in the ordinary course of business;

(KI incurred any liabilities except in the ordinary course of business
and consistent with past practice which would be required to be disclosed in
financial statements prepared in accordance with GAAP;

A-10
<PAGE>
(LI permitted or allowed any of its property or assets to be subjected
to any mortgage, deed of trust, pledge, lien, security interest or other
encumbrance of any kind, except those permitted under Section 4.8 hereof, other
than any purchase money security interests incurred in the ordinary course of
business;

(MI made any capital expenditure or commitment for additions to
property, plant or equipment in excess of One Thousand Dollars ($1,000);

(NI paid, loaned or advanced any amount to, or sold, transferred or
leased any properties or assets to, or entered into any agreement or arrangement
with any of its Affiliates, officers, directors or stockholder or any Affiliate
or associate of any of the foregoing;

(OI made any amendment to or terminated any agreement which, if not so
amended or terminated, would be required to be disclosed on the NetStrat
Disclosure Schedule; or

(PI agreed to take any action outside of its ordinary course of
business or which would constitute a breach of any of the representations
contained in this Agreement.

4.8 TITLE AND RELATED MATTERS. NetStrat has good and marketable title
to all the properties, interests in properties and assets, real and personal,
reflected in the NetStrat Financial Statements or acquired after the date of the
NetStrat Financial Statements (except properties, interests in properties and
assets sold or otherwise disposed of since the date of the NetStrat Financial
Statements in the ordinary course of business), free and clear of all mortgages,
liens, pledges, charges or encumbrances of any kind or character, except the
lien of current taxes not yet due and payable and except for liens which in the
aggregate do not secure more than One Thousand Dollars ($1,000) in liabilities.
The equipment of NetStrat used in the operation of its business is in good
operating condition and repair. All real or personal property leases to which
NetStrat is a party are valid, binding, enforceable obligations of NetStrat
effective in accordance with their respective terms. There is not under any of
such leases any existing material default or event of default or event which,
with notice or lapse of time or both, would constitute a material default. The
NetStrat Disclosure Schedule contains a description of all real and personal
property leased or owned by NetStrat, identifying such property and, in the case
of real property, stating the monthly rental due, term of lease and square feet
leased. True and correct copies of each of NetStrat's leases have been provided
to GONT or its representatives.

4.9 PROPRIETARY RIGHTS.

A-11
<PAGE>
(AI NetStrat owns all right, title and interest in and to, or valid
licenses for use of, all patents, copyrights, technology, software, software
tools, know-how, processes, trade secrets, trademarks, service marks, trade
names and other proprietary rights used in or necessary for the conduct of
NetStrat's business as conducted to the date hereof or contemplated, including,
without limitation, the technology and all proprietary rights developed or
discovered or used in connection with or contained in the NetStrat
Products/Services, free and clear of all liens, claims and encumbrances
(including without limitation distribution rights) (all of which are referred to
as "NetStrat Proprietary Rights") and NetStrat has the right to transfer all
such rights to NetStrat as contemplated hereby. The foregoing representation as
it relates to NetStrat Third-Party Technology (as hereinafter defined) is
limited to NetStrat's interest pursuant to the NetStrat Third-Party Licenses (as
hereinafter defined), all of which are valid and enforceable and in full force
and effect and which grant NetStrat such rights to the NetStrat Third-Party
Technology as are employed in or necessary to the business of NetStrat as
conducted or proposed to be conducted. The NetStrat Disclosure Schedule
contains an accurate and complete description of (i) all patents, trademarks
(with separate listings of registered and unregistered trademarks), trade names,
and registered copyrights in or related to the NetStrat Products/ Services, all
applications and registration statements therefor, and a list of all licenses
and other agreements relating thereto; and (ii) a list of all licenses and other
agreements with third parties (the "NetStrat Third-Party Licenses") relating to
any inventions, technology, know-how, or processes that NetStrat is licensed or
otherwise authorized by such third parties to use, market, distribute or
incorporate into products distributed by NetStrat (such software, inventions,
technology, know-how and processes are collectively referred to as the "NetStrat
Third-Party Technology"). NetStrat's trademark or trade name registrations
related to the NetStrat Products/Services and all of NetStrat's copyrights in
any of the NetStrat Products/Services are valid and in full force and effect,
and consummation of the transactions contemplated hereby will not alter or
impair any such rights. No claims have been asserted against NetStrat (and
NetStrat is not aware of any claims which are likely to be asserted against it
or which have been asserted against others) by any person challenging NetStrat's
use, possession, manufacture, sale, provision or distribution of the NetStrat
Products/Services under any patents, trademarks, trade names, copyrights, trade
secrets, technology, know-how or processes utilized by NetStrat (including,
without limitation, the NetStrat Third-Party Technology) or challenging or
question-ing the validity or effectiveness of any license or agreement relating
thereto (including, without limitation, the NetStrat Third-Party Licenses).
There is no valid basis for any claim of the type specified in the immediately
preceding sentence which could in any material way relate to or interfere with
the currently planned continued enhancement and exploitation by NetStrat of any
of the NetStrat Products/Services. None of the NetStrat Products/Services nor
the use or exploita-tion of any patents, trademarks, trade names, copyrights,
technology, know-how or processes by NetStrat in its current business infringes
on the rights of, constitutes misappro-priation of, or in any way involves
unfair competition with respect to, any proprietary information or intangible
property right of any third person or entity, including without limitation any
patent, trade secret, copyright, trademark or trade name.

(BI No employee of NetStrat is in violation of any term of any
employment contract, patent disclosure agreement or any other contract or
agreement relating to the relationship of any such employee with NetStrat or, to
NetStrat's actual knowledge, any other party because of the nature of the
business conducted by NetStrat or proposed to be conducted by NetStrat.

A-12
<PAGE>
(CI Each person presently or previously employed by NetStrat (including
independent contractors, if any) with access to confidential information has
executed a confidentiality and non-disclosure agreement pursuant to the form of
agreement previously provided to NetStrat or its representatives. Such
confidentiality and non-disclosure agreements constitute valid and binding
obligations of NetStrat and such person, enforceable in accordance with their
respective terms. Neither the execution or delivery of such agreements, nor the
carrying on of their business as employees by such persons, nor the conduct of
their business as currently anticipated, will conflict with or result in a
breach of the terms, conditions or provisions of or constitute a default under
any contract, covenant or instrument under which any of such persons is
obligated.

(DI No product or service liability or warranty claims which could
exceed One Thousand Dollars ($1,000) have been communicated to, or threatened
against, NetStrat nor, to NetStrat's actual knowledge, is there any specific
situation, set of facts or occurrence that provides a basis for such claim.

4.10 EMPLOYEE BENEFIT PLANS. There is no unfunded prior service cost
with respect to any bonus, deferred compensation, pension, profit-sharing,
retirement, stock purchase, stock option, or other employee benefit or fringe
benefit plans, whether formal or informal, maintained by NetStrat. Each bonus,
deferred compensation, pension, profit-sharing, retirement, stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or informal, maintained by NetStrat conforms to all applicable requirements of
the Employees Retirement Income Security Act. The NetStrat Disclosure Schedule
lists and describes all profit-sharing, bonus, incentive, deferred compensation,
vacation, severance pay, retirement, stock option, group insurance or other
plans (whether written or not) providing employee benefits.

4.11 BANK ACCOUNTS. The NetStrat Disclosure Schedule sets forth the
names and locations of all banks, trusts, companies, savings and loan
associations, and other financial institutions at which NetStrat maintains
accounts of any nature and the names of all persons authorized to draw thereon
or make withdrawals therefrom.

4.12 CONTRACTS.

(AI NetStrat has no agreements, contracts or commitments that provide
for the sale, licensing or distribution by NetStrat of any of its products,
services, inventions, technology, know-how, trademarks or trade names except in
the ordinary course of its business.

(BI Without limiting the provisions of Section 4.9 and except for any
agreements with GONT, NetStrat has not granted to any third party any exclusive
rights of any kind with respect to any of the NetStrat Products/Services.

(CI There is no outstanding sales contract, commitment or proposal of
NetStrat that is currently expected to result in any loss to NetStrat (before
allocation of overhead and administrative costs) upon completion or performance
thereof.

(DI NetStrat has no outstanding agreements, contracts or commitments
with officers, employees, agents, consultants, advisors, salesmen, sales
representatives, distributors or dealers that are not cancelable by it on notice
of not longer than thirty (30) days and without liability, penalty or premium.

A-13
<PAGE>
(EI NetStrat has no employment, independent contractor or similar
agreement, contract or commitment that is not terminable on no more than thirty
(30) days' notice without penalty or liability of any type, including without
limitation severance or termination pay.

(FI NetStrat has no currently effective collective bargaining or union
agreements, contracts or commitments.

(GI NetStrat is not restricted by agreement from competing with any
person or from carrying on its business anywhere in the world.

(HI NetStrat has not guaranteed any obligations of other persons or
made any agreements to acquire or guarantee any obligations of other persons.

(II NetStrat has no outstanding loan or advance to any person; nor is
it party to any line of credit, standby financing, revolving credit or other
similar financing arrangement of any sort which would permit the borrowing by
NetStrat of any sum not reflected in the NetStrat Financial Statements.

(JI All material contracts, agreements and instruments to which
NetStrat is a party are valid, binding, in full force and effect, and
enforceable by NetStrat in accordance with their respective terms. No such
material contract, agreement or instrument contains any material
liquidated-damages, penalty or similar provision. NetStrat has not received any
notice from any party to any such material contract, agreement or instrument
that such party intends to cancel, withdraw, modify or amend such contract,
agreement or arrangement.

(KI The NetStrat Disclosure Schedule lists all material agreements
pursuant to which NetStrat has agreed to supply to any third party NetStrat
Products/Services.

(LI NetStrat is not in default under or in breach or violation of, nor,
to its actual knowledge, is there any valid basis for any claim of default by
NetStrat under, or breach or violation by NetStrat of, any contract, commitment
or restriction to which NetStrat is a party or to which it or any of its
properties is bound, where such defaults, breaches, or violations would, in the
aggregate, have a Material Adverse Effect on NetStrat. To NetStrat's actual
knowledge, no other party is in default under or in breach or violation of, nor
is there any valid basis for any claim of default by any other party under or
any breach or violation by any other party of, any material contract,
commitment, or restriction to which NetStrat is bound or by which any of its
properties is bound, where such defaults, breaches, or violations would, in the
aggregate, have a Material Adverse Effect on NetStrat.

(MI All agreements, contracts and commitments (the "Material
Contracts") listed or described in the NetStrat Disclosure Schedule pursuant to
this Section 4.12 are assumable, or will otherwise be the property of, the
Surviving Corporation following the Mergers without further action by the
Surviving Corporation or NetStrat. If any of the Material Contracts are not
assumable by or will not be the property of, the Surviving Corporation following
the Mergers, then NetStrat has described in the NetStrat Disclosure Schedule
such actions as is necessary for assumption of the Material Contract by the
Surviving Corporation.

A-14
<PAGE>
(NI True and correct copies of each document or instrument described in
the NetStrat Disclosure Schedule pursuant to this Section 4.12 have been made
available to GONT or its representatives.

4.13 INSIDER TRANSACTIONS. No Affiliate of NetStrat has any interest
in (i) any material equipment or other property, real or personal, tangible or
intangible, including, without limitation, any item of intellectual property,
used in connection with or pertaining to the business of NetStrat; or (ii) any
creditor, supplier, customer, agent or representative of NetStrat; provided,
however, that no such Affiliate or other person shall be deemed to have such an
interest solely by virtue of the ownership of less than one percent (1%) of the
outstanding stock or debt securities of any publicly-held company, the stock or
debt securities of which are traded on a recognized stock exchange or quoted on
the National Association of Securities Dealers Automated Quotation System.

4.14 INSURANCE. The NetStrat Disclosure Schedule contains a list of
the principal policies of fire, liability and other forms of insurance held by
NetStrat.

4.15 DISPUTES AND LITIGATION. Except as set forth in the NetStrat
Disclosure Schedule, there is no suit, action, litigation, proceeding,
investigation, claim, complaint, or accusation pending, or to its knowledge
threatened against or affecting NetStrat or any of its properties, assets or
business or to which NetStrat is a party, in any court or before any arbitrator
of any kind or before or by any governmental agency (including, without
limitation, any federal, state, local, foreign or other governmental department,
commission, board, bureau, agency or instrumentality), and to its knowledge,
there is no basis for such suit, action, litigation, proceeding, investigation,
claim, complaint, or accusation; (b) there is no pending or threatened change in
any environmental, zoning or building laws, regulations or ordinances which
affect or could affect NetStrat or any of its properties, assets or businesses;
and (c) there is no outstanding order, writ, injunction, decree, judgment or
award by any court, arbitrator or governmental body against or affecting
NetStrat or any of its properties, assets or business. There is no litigation,
proceeding, investigation, claim, complaint or accusation, formal or informal,
or arbitration pending, or any of the aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on the part of any director or officer of NetStrat or any such person's heirs,
executors or administrators as against NetStrat.

A-15
<PAGE>
4.16 COMPLIANCE WITH LAWS. NetStrat has at all times been, and
presently is, in full compliance with, and has not received notice of any
claimed violation of, any applicable federal, state, local, foreign and other
laws, rules and regulations. NetStrat has filed all returns, reports and other
documents and furnished all information required or requested by any federal,
state, local or foreign governmental agency and all such returns, reports,
documents and information are true and complete in all respects. All permits,
licenses, orders, franchises and approvals of all federal, state, local or
foreign governmental or regulatory bodies required of NetStrat for the conduct
of its business have been obtained, no violations are or have been recorded in
respect of any such permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or accusation, formal or informal, pending or threatened, which may revoke,
limit, or question the validity, sufficiency or continuance of any such permit,
license, order, franchise or approval. Such permits, licenses, orders,
franchises and approvals are valid and sufficient for all activities presently
carried on by NetStrat.

4.17 SUBSIDIARIES. NetStrat has no subsidiaries. NetStrat does not
own or control (directly or indirectly) any capital stock, bonds or other
securities of, and does not have any proprietary interest in, any other
corporation, general or limited partnership, firm, association or business
organization, entity or enterprise, and NetStrat does not control (directly or
indirectly) the management or policies of any other corporation, partnership,
firm, association or business organization, entity or enterprise.

4.18 ENVIRONMENTAL MATTERS.

(AI As of the date hereof, no underground storage tanks are present
under any property that NetStrat has at any time owned, operated, occupied or
leased. As of the date hereof except as set forth in the NetStrat Disclosure
Schedule, no material amount of any substance that has been designated by any
governmental entity or by applicable federal, state or local law to be
radioactive, toxic, hazardous or otherwise a danger to health or the
environment, including, without limitation, PCBs, asbestos, petroleum,
urea-formaldehyde and all substances listed as hazardous substances pursuant to
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, or defined as a hazardous waste pursuant to the United States
Resource Conservation and Recovery Act of 1976, as amended, and the regulations
promulgated pursuant to said laws (a "Hazardous Material"), excluding office,
janitorial and other immaterial supplies, are present, as a result of the
actions of NetStrat or, to NetStrat's actual knowledge, as a result of any
actions of any third party or otherwise, in, on or under any property, including
the land and the improvements, ground water and surface water, that NetStrat
have at any time owned, operated, occupied or leased.

(BI At no time has NetStrat transported, stored, used, manufactured,
disposed of, released or exposed its employees or others to Hazardous Materials
in violation of any law in effect on or before the Closing Date, nor has
NetStrat disposed of, transported, sold, or manufactured any product containing
a Hazardous Material in violation of any rule, regulation, treaty or statute
promulgated by any governmental entity to prohibit, regulate or control
Hazardous Materials or any Hazardous Material Activities.

(CI NetStrat currently holds all environmental approvals, permits,
licenses, clearances and consents necessary for the conduct of its business as
such business is currently being conducted, the absence of which would be
reasonably likely to have a Material Adverse Effect on NetStrat.

(DI No action, proceeding, revocation proceeding, amendment procedure,
writ, injunction or claim is pending or, to the actual knowledge of NetStrat,
threatened concerning any Environmental Permit. NetStrat is not aware of any
fact or circumstance which could involve it in any environmental litigation or
impose upon it any environmental liability which would be reasonably likely to
have a Material Adverse Effect on NetStrat.

A-16
<PAGE>
4.19 CORPORATE DOCUMENTS. NetStrat has furnished to GONT for its
examination: (i) copies of its Certificate or Articles of Incorporation and
Bylaws; (ii) its Minute Book containing all records required to be set forth of
all proceedings, consents, actions, and meetings of the stockholders, the board
of directors and any committees thereof; (iii) all permits, orders, and consents
issued by any regulatory agency with respect to NetStrat, or any securities of
NetStrat, and all applications for such permits, orders, and consents; and (iv)
their stock transfer books setting forth all transfers of any capital stock.
The corporate minute books, stock certificate books, stock registers and other
corporate records of NetStrat are complete and accurate in all material
respects, and the signatures appearing on all documents contained therein are
the true signatures of the persons purporting to have signed the same. All
actions reflected in such books and records were duly and validly taken in
compliance with the laws of the applicable jurisdiction.

4.20 NO BROKERS. NetStrat is not obligated for the payment of fees or
expenses of any broker or finder in connection with the origin, negotiation or
execution of this Agreement or the Certificate of Merger or in connection with
any transaction contemplated hereby or thereby.

4.21 DISCLOSURE. No statements by NetStrat contained in this Agreement
and the Exhibits and NetStrat Disclosure Schedule attached hereto, any other
Transaction Document or any written statement or certificate furnished or to be
furnished pursuant hereto or in connection with the transactions contemplated
hereby and thereby (when read together) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which they were made.

5. PRECLOSING COVENANTS OF GONT AND WESTLAKE.

5.1 NOTICES AND APPROVALS. GONT agrees: (a) to give and to cause
Westlake to give all notices to third parties which may be necessary or deemed
desirable by NetStrat in connection with this Agreement and the consummation of
the transactions contemplated hereby; (b) to use its best efforts to obtain and
to cause Westlake to obtain, all federal and state governmental regulatory
agency approvals, consents, permit, authorizations, and orders necessary or
deemed desirable by NetStrat in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c) to use its best
efforts to obtain, and to cause Westlake to obtain, all consents and
authorizations of any other third parties necessary or deemed desirable by
NetStrat in connection with this Agreement and the consummation of the
transactions contemplated hereby.

A-17
<PAGE>
5.2 INFORMATION FOR NETSTRAT'S STATEMENTS AND APPLICATIONS. GONT and
Westlake and their employees, accountants and attorneys shall cooperate fully
with NetStrat in the preparation of any statements or applications made by
NetStrat to any federal or state governmental regulatory agency in connection
with this Agreement and the transactions contemplated hereby and to furnish
NetStrat with all information concerning GONT and Westlake necessary or deemed
desirable by NetStrat for inclusion in such statements and applications,
including, without limitation, all requisite financial statements and schedules.

6. PRECLOSING COVENANTS OF NETSTRAT.

6.1 NOTICES AND APPROVALS. NetStrat agrees: (a) to give all notices to
third parties which may be necessary or deemed desirable by GONT in connection
with this Agreement and the consummation of the transactions contemplated
hereby; (b) to use its best efforts to obtain all federal and state governmental
regulatory agency approvals, consents, permit, authorizations, and orders
necessary or deemed desirable by GONT in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c) to use its best
efforts to obtain all consents and authorizations of any other third parties
necessary or deemed desirable by GONT in connection with this Agreement and the
consummation of the transactions contemplated hereby.

6.2 ADVICE OF CHANGES. NetStrat will promptly advise GONT in writing
(i) of any event occurring subsequent to the date of this Agreement which would
render any representation or warranty of NetStrat contained in this Agreement,
if made on or as of the date of such event or the Closing Date, untrue or
inaccurate in any material respect and (ii) of any material adverse change in
NetStrat's business, taken as a whole.

6.3 INFORMATION FOR GONT'S STATEMENTS AND APPLICATIONS. NetStrat and
its employees, accountants and attorneys shall cooperate fully with GONT in the
preparation of any statements or applications made by GONT to any federal or
state governmental regulatory agency in connection with this Agreement and the
transactions contemplated hereby and to furnish GONT with all information
concerning NetStrat necessary or deemed desirable by GONT for inclusion in such
statements and applications, including, without limitation, all requisite
financial statements and schedules.

6.4 CONDUCT OF BUSINESS BY NETSTRAT. Until the Closing, NetStrat will
continue to conduct its business and maintain its business relationships in the
ordinary and usual course and will not, without the prior written consent of
GONT:

(AI borrow any money;

(BI lease, license, sell, transfer or encumber or permit to be
encumbered any asset, intellectual property right or other property associated
with the business of NetStrat (including sales or transfers to Affiliates of
NetStrat);

(CI dispose of any of its assets;

(DI enter into any lease or contract for the purchase or sale of any
property, real or personal;

(EI pay any bonus, increased salary, or special remuneration to any
officer or employee, including any amounts for accrued but unpaid salary or
bonuses;

A-18
<PAGE>
(FI change accounting methods;

(GI declare, set aside or pay any cash or stock dividend or other
distribution in respect of capital, or redeem or otherwise acquire any of its
capital stock;

(HI amend or terminate any contract, agreement or license to which it
is a party;

(II loan any amount to any person or entity, or guaranty or act as a
surety for any obligation;

(JI issue or sell any shares of its capital stock of any class or any
other of its securities, or issue or create any warrants, obligations,
subscriptions, options, convertible securities, or other commitments to issue
shares of capital stock;

(KI split or combine the outstanding shares of its capital stock of any
class or enter into any recapitalization affecting the number of outstanding
shares of its capital stock of any class or affecting any other of its
securities;

(LI amend its Certificate of Incorporation or Bylaws;

(MI make or change any election, change any annual accounting period,
adopt or change any accounting method, file any amended tax return, enter into
any closing agreement, settle any tax claim or assessment, surrender any right
to claim refund of taxes, consent to any extension or waiver of the limitation
period applicable to any tax claim or assessment, or take any other action or
omit to take any action, if any such election, adoption, change, amendment,
agreement, settlement, surrender, consent or other action or omission would have
the effect of increasing the tax liability of NetStrat;

(NI do anything that would cause there to be material adverse changes
in its Financial Statements (with such Financial Statements analyzed as if it
had been prepared according to GAAP, and including but not limited to cash
distributions or material decreases in the net assets of NetStrat), between the
date of the NetStrat Financial Statements and the Closing Date; or

(OI agree to do any of the things described in the preceding clauses
Section 6.4(a) through (n).

7. MUTUAL COVENANTS.

A-19
<PAGE>
7.1 DUE DILIGENCE, INVESTIGATION, AND AUDITS. At such time prior to
the Closing as may be reasonably requested, each party shall make available to
the other party and the other party's employees, agents and representatives all
information concerning the operation, business and prospects of such party as
may be reasonably requested by the other party. Each party will cooperate with
the other party for the purpose of permitting the other party to discuss such
party's business and prospects with such party's customers, creditors, suppliers
and other persons having business dealings with such party, subject to
reasonable confidentiality obligations between the parties.

7.2 REGULATORY FILINGS; CONSENTS; REASONABLE EFFORTS. Subject to the
terms and conditions of this Agreement, GONT, Westlake and NetStrat shall use
their respective best efforts to (i) make all necessary filings with respect to
the Merger and this Agreement under the Securities Act, and applicable blue sky
or similar securities laws and shall use all reasonable efforts to obtain
required approvals and clearances with respect thereto and shall supply all
additional information requested in connection therewith; (ii) make merger
notification or other appropriate filings with federal, state or local
governmental bodies or applicable foreign governmental agencies and shall use
all reasonable efforts to obtain required approvals and clearances with respect
thereto and shall supply all additional information requested in connection
therewith; (iii) obtain all consents, waivers, approvals, authorizations and
orders required in connection with the authorization, execution and delivery of
this Agreement and the consummation of the Merger; and (iv) take, or cause to be
taken, all appropriate action, and do, or cause to be done, all things
necessary, proper or advisable to consummate and make effective as promptly as
practicable the transactions contemplated by this Agreement.

7.3 FURTHER ASSURANCES. Prior to and following the Closing, each party
agrees to cooperate fully with the other parties and to execute such further
instruments, documents and agreements and to give such further written
assurances, as may be reasonably requested by any other party to better evidence
and reflect the transactions described herein and contemplated hereby and to
carry into effect the intents and purposes of this Agreement.

8. CLOSING MATTERS.

8.1 REGISTRATION STATEMENT. Within 90 days of execution of this
Agreement, GONT shall prepare and file with the Securities and Exchange
Commission a Registration Statement on Form S-4 for the registration of the GONT
Common Stock issued to the NetStrat Shareholders hereunder (the "Registration
Statement"). GONT shall use its reasonable best efforts to obtain clearance of
such Registration Statement with the SEC. GONT shall pay all costs and expenses
incurred in connection with such registration statement and shall make any and
all appropriate blue sky filings required in connection with such Registration
Statement. The Closing shall occur upon the effectiveness of the Registration
Statement.

8.2 FILING OF CERTIFICATES OF MERGER. On the date of the Closing, but not
prior to the Closing, the Certificates of Merger for the Merger shall be filed
with the offices of the Secretary of State of the State of Nevada and Colorado
and the merger of NetStrat with and into Westlake shall be consummated.

A-20
<PAGE>
8.3 DELIVERY OF DOCUMENTS. On or before the Closing, the parties shall
deliver the documents, and shall perform the acts, which are set forth in
Sections 9 and 10, as specified in such Sections, including delivery of the
counterpart signature pages of the Transaction Documents executed by GONT,
Westlake and/or NetStrat, as the case may be. All documents which GONT or
Westlake shall deliver or cause to be delivered shall be in form and substance
reasonably satisfactory to NetStrat. All documents which NetStrat shall deliver
or cause to be delivered shall be in form and substance reasonably satisfactory
to GONT.

9. CONDITIONS TO GONT'S OBLIGATIONS. Unless otherwise provided below,
GONT's and Westlake's obligations to close the transactions contemplated under
this Agreement are subject to the fulfillment or satisfaction by Closing of each
of the following conditions (any one or more of which may be waived by GONT, but
only in a writing signed by GONT):

9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of NetStrat set forth in Section 4 shall be true in all material
respects on and as of the Closing with the same force and effect as if they had
been made at the Closing, and GONT shall receive a certificate to such effect
executed by the Chairmen and Presidents of NetStrat.

9.2 COVENANTS. NetStrat shall have performed and complied with all of
its covenants contained in Sections 6 and 7 on or before the Closing, and GONT
shall receive a certificate from NetStrat to such effect executed by the
Presidents of NetStrat.

9.3 NO LITIGATION. On and as of the Closing, no litigation or
proceeding shall be threatened or pending against NetStrat with the purpose or
with the probable effect of enjoining or preventing the consummation of any of
the transactions contemplated by this Agreement, and GONT shall receive a
certificate to such effect executed by the President of NetStrat.

9.4 NO ADVERSE DEVELOPMENT. There shall not have been any material
adverse changes in the financial condition, results of operations, assets,
liabilities, business or prospects of NetStrat since the date of this Agreement,
and GONT shall receive a certificate to such effect executed by the President of
NetStrat.

9.5 AUTHORIZATIONS. GONT shall have received from NetStrat written
evidence that the execution, delivery and performance of NetStrat's obligations
under this Agreement and the Certificate of Merger have been duly and validly
approved and authorized by the Board of Directors of NetStrat.

9.6 GOVERNMENT CONSENTS. There shall have been obtained at or prior to
the Closing such permits or authorizations, and there shall have been taken such
other action, as may be required by any regulatory authority having jurisdiction
over the parties and the subject matter and the actions herein proposed to be
taken.

9.7 FILING OF CERTIFICATE OF MERGER. As of the Closing, the
Certificate of Merger for the Merger shall have been filed with the Secretary of
State of the State of Nevada and the Secretary of State of the State of
Colorado.

10. CONDITIONS TO NETSTRAT'S OBLIGATIONS. Unless otherwise provided
below, the obligations of NetStrat is subject to the fulfillment or satisfaction
by Closing, of each of the following conditions (any one or more of which may be
waived by NetStrat, but only in a writing signed by NetStrat):

A-21
<PAGE>
10.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of GONT and Westlake contained in Section 3 shall be true in all
material respects on and as of the Closing with the same force and effect as if
they had been made at the Closing.

10.2 COVENANTS. GONT and Westlake shall have performed and complied
with all of its covenants contained in Sections 5 and 6 on or before the
Closing.

10.3 AUTHORIZATIONS. NetStrat shall have received from GONT written
evidence that the execution, delivery and performance of this Agreement and the
Certificate of Merger have been duly and validly approved and authorized by
GONT's Board of Directors and by Westlake's Board of Directors.

10.4 FILING OF CERTIFICATE OF MERGER. As of the Closing, the
Certificate of Merger for the Merger shall have been filed with the Secretary of
State of the State of Nevada and the Secretary of State of the State of
Colorado.

11. TERMINATION OF AGREEMENT.

11.1 TERMINATION. This Agreement may be terminated at any time prior
to the Closing by the mutual written consent of each of the parties hereto.
This Agreement may also be terminated and abandoned:

(A) By NetStrat if any of the conditions precedent to NetStrat's
obligations pursuant to Section 10 shall not have been fulfilled at and as of
the Closing.

(B) By GONT if any of the conditions precedent to GONT's and Westlake's
obligations pursuant to Section 9 above shall not have been fulfilled at and as
of the Closing.

Any termination of this Agreement under this Section 11.1 shall be effected
by the delivery of written notice of the terminating party to the other parties
hereto.

12. MISCELLANEOUS.

12.1 GOVERNING LAWS. It is the intention of the parties hereto that
the internal laws of the State of California (irrespective of its choice of law
principles) shall govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the
parties hereto.

12.2 BINDING UPON SUCCESSORS AND ASSIGNS. Subject to, and unless
otherwise provided in, this Agreement, each and all of the covenants, terms,
provisions, and agreements contained herein shall be binding upon, and inure to
the benefit of, the permitted successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.

A-22
<PAGE>
12.3 SEVERABILITY. If any provision of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provision.

12.4 ENTIRE AGREEMENT. This Agreement, the exhibits hereto, the
documents referenced herein, and the exhibits thereto, constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
or understandings, inducements or conditions, express or implied, written or
oral, between the parties with respect hereto and thereto. The express terms
hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

12.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories.

12.6 EXPENSES. Except as provided to the contrary herein, each party
shall pay all of its own costs and expenses incurred with respect to the
negotiation, execution and delivery of this Agreement, the exhibits hereto, and
the other Transaction Documents.

12.7 AMENDMENT AND WAIVERS. Any term or provision of this Agreement
may be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a writing signed by the party to be bound thereby. The
waiver by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a waiver of any other default or any succeeding breach or default.

12.8 SURVIVAL OF AGREEMENTS. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby notwithstanding any investigation of the parties hereto and shall
terminate on the date one year after the Closing Date.

12.9 NO WAIVER. The failure of any party to enforce any of the
provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

A-23
<PAGE>
12.10 ATTORNEYS' FEES. Should suit be brought to enforce or interpret
any part of this Agreement, the prevailing party shall be entitled to recover,
as an element of the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses and
fees on any appeal). The prevailing party shall be the party entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment. A party not entitled to recover its costs shall not be entitled to
recover attorneys' fees. No sum for attorneys' fees shall be counted in
calculating the amount of a judgment for purposes of determining if a party is
entitled to recover costs or attorneys' fees.

12.11 NOTICES. Any notice provided for or permitted under this
Agreement will be treated as having been given when (a) delivered personally,
(b) sent by confirmed telex or telecopy, (c) sent by commercial overnight
courier with written verification of receipt, or (d) mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be
notified, at the address set forth below, or at such other place of which the
other party has been notified in accordance with the provisions of this Section
13.11.

GONT or Westlake: Go Online Networks Corporation
5681 Beach Blvd., Suite 101
Buena Park, CA 90621
Attn: Joseph M. Naughton
Facsimile No.: (714) 736-9488

With copy to:
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler
Facsimile No.: (949) 719-1977

NetStrat:
6301 Indian School Road
Albuquerque, NM 87123
Attn: Jack Benezra
Facsimile No.: (___)_____________

Such notice will be treated as having been received upon actual receipt.

12.12 TIME. Time is of the essence of this Agreement.

12.13 CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated by
the respective parties hereto and their attorneys and the language hereof shall
not be construed for or against any party. The titles and headings herein are
for reference purposes only and shall not in any manner limit the construction
of this Agreement which shall be considered as a whole.

12.14 NO JOINT VENTURE. Nothing contained in this Agreement shall be
deemed or construed as creating a joint venture or partnership between any of
the parties hereto. No party is by virtue of this Agreement authorized as an
agent, employee or legal representative of any other party. No party shall have
the power to control the activities and operations of any other and their status
is, and at all times, will continue to be, that of independent contractors with
respect to each other. No party shall have any power or authority to bind or
commit any other. No party shall hold itself out as having any authority or
relationship in contravention of this Section 13.14.

A-24
<PAGE>
12.15 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.

12.16 FURTHER ASSURANCES. Each party agrees to cooperate fully with
the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.

12.17 ABSENCE OF THIRD-PARTY BENEFICIARY RIGHTS. Except for the
agreements provided for in Section 5.2 of this Agreement, no provisions of this
Agreement are intended, nor shall be interpreted, to provide or create any
third-party bene-ficiary rights or any other rights of any kind in any client,
customer, affiliate, stockholder, partner of any party hereto or any other
person or entity except employees and stockholders of GONT specifically referred
to herein, and, except as so provided, all provisions hereof shall be personal
solely between the parties to this Agreement.

A-25
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

GO ONLINE NETWORKS CORPORATION WESTLAKE CAPITAL CORP.
a Delaware corporation a Colorado corporation

By: /s/ Joseph M. Naughton By: /s/ Joseph M. Naughton
Joseph M. Naughton Joseph M. Naughton
President President

NETSTRAT, INC.
a Nevada corporation

By: /s/ Jack Benezra
Jack Benezra
President

A-26
<PAGE>

APPENDIX B

AGREEMENT AND PLAN OF REORGANIZATION

RECITALS

A. Westlake is a wholly-owned subsidiary of GONT.

B. Subject to and in accordance with the terms and conditions of this
Agreement and pursuant to the Certificate of Merger attached hereto as Exhibit A
("Certificate of Merger"), the parties intend that Amer will merge with and into
Westlake (the "Merger"), whereby at the Effective Time of the Merger, all of the
Amer Common Stock will be converted into one million three hundred eighty-eight
thousand eight hundred eighty-eight (1,388,888) shares of GONT Common Stock

C. For federal income tax purposes, it is intended that the Mergers
shall qualify as a tax free reorganization within the meaning of '368(a)(2)(D)
of the Code.

D. The parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
consummation of the Mergers.

AGREEMENT

NOW, THEREFORE, in reliance on the foregoing recitals and in and for the
consideration and mutual covenants set forth herein, the parties agree as
follows:

10 CERTAIN DEFINITIONS.

1.1 "GONT COMMON STOCK" shall mean all of the outstanding shares of
Common Stock of GONT.

1.2 "GONT DISCLOSURE SCHEDULE" shall mean the disclosure schedule
provided to Amer by GONT and Westlake disclosing such items and matters as are
required to be disclosed under this Agreement.

B-1
<PAGE>

1.5 "AFFILIATE" shall have the meaning set forth in the rules and
regulations promulgated by the Commission pursuant to the Securities Act.

1.6 "CLOSING" shall mean the closing of the transactions contemplated
by this Agreement.

1.7 "CLOSING DATE" shall mean the date of the Closing.

1.8 "CODE" shall mean the United States Internal Revenue Code of 1986,
as amended.

1.9 "COMMISSION" shall mean the United States Securities and Exchange
Commission.

1.10 "DISSENTING SHARES" shall mean those shares held by holders who
perfect their appraisal rights under the applicable state laws.

1.11 "EFFECTIVE TIME" shall mean the date and time of the effectiveness
of the Merger under Nevada and Colorado law.

1.12 "GAAP" shall mean generally accepted accounting principles.

1.13 "AMER COMMON STOCK" shall mean all the outstanding shares of
common stock of Amer.

1.14 "AMER DISCLOSURE SCHEDULE" shall mean the disclosure schedule
provided to GONT and Westlake by Amer disclosing such items and matters as are
required to be disclosed under this Agreement.

1.15 "AMER FINANCIAL STATEMENTS" shall mean Amer's audited balance
sheet as of December 31, 1999, and statements of operations, stockholders'
equity and cash flow for the twelve (12) month period then-ended and Amer's
unaudited balance sheet as of June 30, 2000, and statements of operations,
stockholders' equity and cash flow for the six (6) month period then-ended.

1.16 "AMER PRODUCTS/SERVICES" shall mean all products or services which
have been, or are being, marketed by Amer or are currently under development,
and all trade secrets, copyrights, trademarks, trade names and other proprietary
rights related to such products or services.

B-2
<PAGE>
1.17 "MATERIAL ADVERSE EFFECT" shall mean an effect on the operations,
assets or financial condition of an entity considered as a whole which would
lead a reasonable business person to conclude that entering into the Merger
would not be advisable in light of the effect.

1.18 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

1.20 "TRANSACTION DOCUMENTS" shall mean all documents or agreements
attached as an exhibit or schedule hereto, and set forth on the Table of
Contents.

20 PLAN OF REORGANIZATION.

2.1 THE MERGER. Subject to the terms and conditions of this Agreement
and the Certificate of Merger, Amer shall be merged with and into Westlake in
accordance with the applic-able provisions of the laws of the States of Nevada
and Colorado, and with the terms and conditions of this Agreement and the
Certificates of Merger set forth as Exhibits A and, B so that:

(A) At the Effective Time (as defined in Section 2.5 (below)), Amer
shall be merged with and into Westlake. As a result of the Merger, the separate
corporate existence of Amer shall cease, and Westlake shall continue as the
surviving corporation, and shall succeed to and assume all of the rights and
obligations of Amer (which shall include the rights and obligations of GONT) in
accordance with the laws of Colorado.

2.2 CONVERSION OF SHARES. All of the shares of Amer common stock,
issued and outstanding immediately prior to the Effective Time will, by virture
of the Merger, and at the Effective Time, and without further action on the part
of the shareholders of Amer, be converted into one million three hundred
eighty-eight thousand eight hundred and eighty-eight (1,388,888) shares of fully
paid and nonassessable shares of GONT common stock.

2.3 FRACTIONAL SHARES. No fractional shares of GONT common stock will
be issued in connection with the Subsequent Merger.

B-3
<PAGE>
2.4 THE CLOSING. Subject to termination of this Agreement as provided
in Section 10 (below), the Closing shall take place at the offices of Cutler Law
Group, 610 Newport Center Drive, Suite 800, Newport Beach, CA 92660, as soon as
possible upon the satisfaction or waiver of all conditions set forth in Sections
8, 9 and 10 hereof, or such other time and place as is mutually agreeable to the
parties. The Closing shall be no later than the time following the clearance
of GONT's Form S-4 filed in connection with this Agreement.

2.6 TAX FREE REORGANIZATION. The parties intend to adopt this
Agreement as a tax-free plan of reorganization and to consummate the Mergers in
accordance with the provisions of '368(a)(2)(D) of the Code. Each party agrees
that it will not take or assert any position on any tax return, report or
otherwise which is inconsistent with the qualification of the Mergers as a
reorganization within the meaning of '368(a) of the Code. Except for cash paid
in lieu of fractional shares, no consideration that could constitute "other
property" within the meaning of '356 of the Code is being paid by GONT for the
Amer Common Stock. In addition, GONT and Westlake represent now, and as of the
Closing Date, that they presently intend to continue Amer's historic business or
use a significant portion of Amer's business assets in a business.

30 REPRESENTATIONS AND WARRANTIES OF GONT AND WESTLAKE. Except as
otherwise set forth in the GONT Disclosure Schedule attached hereto, GONT and
Westlake jointly and severally represent and warrant to Amer as set forth below.
No fact or circumstance disclosed shall constitute an exception to these
representations and warranties unless such fact or circumstance is set forth in
the GONT Disclosure Schedule or such supplements thereto as may mutually be
agreed upon in writing by GONT, Westlake and Amer.

B-4
<PAGE>
3.2 CAPITALIZATION. The authorized capital of GONT will consist, prior
to the Closing, of 100,000,000 shares of Common Stock, of which 83,960,343
shares were issued and outstanding at June 30, 2000. GONT is the record and
beneficial owner of all shares of Westlake Common Stock, free and clear of any
and all claims, liens, encumbrances or security interests. All of the issued
and outstanding shares of GONT and Westlake capital stock have been duly
authorized, validly issued, are fully paid and nonassessable, and such capital
stock has been issued in full compliance with all applicable federal and state
securities laws. None of GONT's or Westlake's issued and outstanding shares of
capital stock are subject to repurchase or redemption rights.

3.4 FINANCIAL STATEMENTS.

(A) GONT has made available to Amer copies of the GONT Financial
Statements.

3.5 TAX MATTERS.

B-5
<PAGE>
(A) GONT has fully and timely, properly and accurately filed all tax
returns and reports required to be filed by it (or extensions thereof),
including all federal, foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due. All such returns, reports and estimates were prepared in
the manner required by applicable law. All income, sales, use, occupation,
property or other taxes or assessments due from GONT have been paid. There are
no pending assessments, asserted deficiencies or claims for additional taxes
that have not been paid. The reserves for taxes, if any, reflected on the GONT
Financial Statements are adequate and there are no tax liens on any property or
assets of GONT. There have been no audits or examinations of any tax returns or
reports by any applicable governmental agency. No state of facts exists or has
existed which would constitute grounds for the assessment of any penalty or of
any further tax liability beyond that shown on the respective tax reports,
returns or estimates. There are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any federal, state or local
income tax return or report for any period.

(B) All taxes which GONT has been required to collect or withhold have
been duly withheld or collected and, to the extent required, have been paid to
the proper taxing authority.

(D) At no time has GONT been included in the federal consolidated
income tax return of any affiliated group of corporations.

3.6 TAX-FREE REORGANIZATION.

(A) Neither GONT nor Westlake has taken or agreed to take any action
that would prevent the Mergers from constituting a reorganization qualifying
under the provi-sions of '368(a) of the Code.

(B) Neither GONT nor Westlake is an investment company as defined in
''368(a)(2)(F)(iii) and (iv) of the Code.

B-6
<PAGE>
40 REPRESENTATIONS AND WARRANTIES OF AMER, Except as otherwise set
forth in the Amer Disclosure Schedule attached hereto, Amer jointly and
severally represent and warrant to GONT as set forth below. No fact or
circumstance disclosed to GONT shall constitute an exception to these
representations and warranties unless such fact or circumstance is set forth in
the Amer Disclosure Schedule or such supplements thereto as may mutually be
agreed upon in writing by Amer and GONT.

4.1 ORGANIZATION. Amer is a corporations duly organized, validly
existing and in good standing under the laws of the state of incorporation of
such entity and have the corporate power and authority to carry on their
respective businesses as it is now being conducted. Amer is duly qualified or
licensed to do business and are in good standing in each jurisdiction in which
the nature of its business or properties makes such qualification or licensing
necessary except where the failure to be so qualified would not have a Material
Adverse Effect on Amer. True and complete copies of Amer's Articles of
Incorporation and Bylaws, as in effect on the date hereof and as to be in effect
as of the Closing, have been provided to GONT or its representatives.

4.2 CAPITALIZATION.

(A) The authorized capital of Amer will consist, prior to the Closing,
of 100,000,000 shares of Common Stock, of which approximately 5,710,194 shares
are issued and outstanding as of the date hereof. All of the Amer Common Stock
is free and clear of any and all claims, liens, encumbrances or security
interests.

(B) Except as set forth in the Amer Disclosure Schedule, Amer has no
outstanding preemptive rights, subscription rights, options, warrants, rights to
convert or exchange, capital stock equivalents, or other rights to purchase or
otherwise acquire any Amer capital stock or other securities.

(C) All of the issued and outstanding shares of Amer capital stock have
been duly authorized, validly issued, are fully paid and nonassessable, and such
capital stock has been issued in full compliance with all applicable federal and
state securities laws. None of Amer's issued and outstanding shares of capital
stock are subject to repurchase or redemption rights.

(E) Amer is not under any obligation to register under the Securities
Act any shares of its capital stock or any other of its securities that might be
issued in the future if the Merger were not consummated.

(F) Amer is not a party or subject to any agreement or understanding
and there is no agreement or understanding between or among any persons that
affects or relates to the voting or giving of written consent with respect to
any security.

B-7
<PAGE>
4.3 POWER, AUTHORITY AND VALIDITY. Amer has the corporate power to
enter into this Agreement and the other Transaction Documents to which it is a
party and to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement and the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by the Boards of Directors of Amer and no other corporate proceedings
on the part of Amer are necessary to authorize this Agreement, the other
Transaction Documents and the transactions contemplated herein and therein.
Amer is not subject to, or obligated under, any charter, bylaw or contract
provision or any license, franchise or permit, or subject to any order or
decree, which would be breached or violated by or in conflict with its executing
and carrying out this Agreement and the transactions contemplated hereunder and
under the Transaction Documents. Except for (i) the filing of the Certificate
of Merger with the Secretary of State of the State of Nevada and appropriate
documents with the relevant authorities of other states in which Amer is
qualified to do business, (ii) the filing of the Certficate of Merger with the
Secretary of State of the State of Colorado and (ii) filings under applicable
securities laws, no consent of any person who is a party to a contract which is
material to Amer's business, nor consent of any governmental authority, is
required to be obtained on the part of Amer to permit the transactions
contemplated herein and to permit Amer to continue the business activities of
Amer as previously conducted by Amer without a Material Adverse Effect. This
Agreement is, and the other Transaction Documents when executed and delivered by
Amer shall be, the valid and binding obligations of Amer, enforceable in
accordance with their respective terms.

4.4 FINANCIAL STATEMENTS.

(A) Amer has delivered to GONT copies of the Amer Financial Statements.

(B) The Amer Financial Statements are complete and in accordance with
the books and records of Amer and present fairly the financial position of Amer
as of its historical dates. The Amer Financial Statements have been prepared in
accordance with GAAP, applied on a basis consistent with prior periods. Except
and to the extent reflected or reserved against in such balance sheets
(including the notes thereto), Amer does not have, as of the dates of such
balance sheets, any liabilities or obligations (absolute or contingent) of a
nature required or customarily reflected in a balance sheet (or the notes
thereto) prepared in accordance with GAAP. The reserves, if any, reflected on
the Amer Financial Statements are adequate in light of the contingencies with
respect to which they are made.

(C) Amer has no debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become due,
that is not reflected or reserved against in the Amer Financial Statements,
except for those (i) that may have been incurred after the date of the Amer
Financial Statements; or (ii) that are not required by GAAP to be included in a
balance sheet or the notes thereto, except that Amer has not established any
reserves with respect to the costs and fees associated with this Agreement, the
other Transaction Documents, and the transactions contemplated hereby and
thereby. All material debts, liabilities, and obligations incurred after the
date of the Amer Financial Statements were incurred in the ordinary course of
business, and are usual and normal in amount both individually and in the
aggregate.

B-8
<PAGE>
4.5 TAX MATTERS.

(A) Amer has fully and timely, properly and accurately filed all tax
returns and reports required to be filed by it (or extensions thereof),
including all federal, foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due. All such returns, reports and estimates were prepared in
the manner required by applicable law. All income, sales, use, occupation,
property or other taxes or assessments due from Amer have been paid. There are
no pending assessments, asserted deficiencies or claims for additional taxes
that have not been paid. The reserves for taxes, if any, reflected on the Amer
Financial Statements are adequate and there are no tax liens on any property or
assets of Amer. There have been no audits or examinations of any tax returns or
reports by any applicable governmental agency. No state of facts exists or has
existed which would constitute grounds for the assessment of any penalty or of
any further tax liability beyond that shown on the respective tax reports,
returns or estimates. There are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any federal, state or local
income tax return or report for any period.

(BI All taxes which Amer has been required to collect or withhold have
been duly withheld or collected and, to the extent required, have been paid to
the proper taxing authority.

(CI Amer is not a party to any tax-sharing agreement or similar
arrangement with any other party.

(DI At no time has Amer been included in the federal consolidated
income tax return of any affiliated group of corporations.

(EI No payment which Amer is obliged to pay to any director, officer,
employee or independent contractor pursuant to the terms of an employment
agree-ment, severance agreement or otherwise will constitute an excess parachute
payment as defined in '280G of the Code.

(FI Amer is not currently under any contractual obligation to pay any
tax obligations of, or with respect to any transaction relating to, any other
person or to indemnify any other person with respect to any tax.

4.6 TAX-FREE REORGANIZATION.

(AI Amer has not taken or agreed to take any action that would prevent
the Merger from constituting a reorganization qualifying under the provi-sions
of '368(a) of the Code.

(BI Amer is not an investment company as defined in ''368(a)(2)(F)(iii)
and (iv) of the Code.

B-9
<PAGE>
4.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1999,
Amer has not:

(AI suffered any material adverse change in its financial condition or
in the operations of its business, nor any material adverse changes in its
balance sheet, (with the Amer Financial Statements and any subsequent balance
sheet analyzed as if each had been prepared according to GAAP), including but
not limited to cash distributions or material decreases in the net assets of
Amer;

(BI suffered any damage, destruction or loss, whether covered by
insurance or not, materially and adversely affecting its properties or business;

(CI granted or agreed to make any increase in the compensation payable
or to become payable by it to its officers or employees, except those occurring
in the ordinary course of business;

(FI made any change in the accounting methods or practices it follows,
whether for general financial or tax purposes, or any change in depreciation or
amorti-zation policies or rates adopted therein;

(GI sold, leased, abandoned or otherwise disposed of any real property
or any machinery, equipment or other operating property other than in the
ordinary course of business;

(II suffered any labor dispute;

(JI engaged in any activity or entered into any material commitment or
transaction (including without limitation any borrowing or capital expenditure)
other than in the ordinary course of business;

B-10
<PAGE>
(LI permitted or allowed any of its property or assets to be subjected
to any mortgage, deed of trust, pledge, lien, security interest or other
encumbrance of any kind, except those permitted under Section 4.8 hereof, other
than any purchase money security interests incurred in the ordinary course of
business;

(MI made any capital expenditure or commitment for additions to
property, plant or equipment in excess of One Thousand Dollars ($1,000);

(OI made any amendment to or terminated any agreement which, if not so
amended or terminated, would be required to be disclosed on the Amer Disclosure
Schedule; or

(PI agreed to take any action outside of its ordinary course of
business or which would constitute a breach of any of the representations
contained in this Agreement.

4.8 TITLE AND RELATED MATTERS. Amer has good and marketable title to
all the properties, interests in properties and assets, real and personal,
reflected in the Amer Financial Statements or acquired after the date of the
Amer Financial Statements (except properties, interests in properties and assets
sold or otherwise disposed of since the date of the Amer Financial Statements in
the ordinary course of business), free and clear of all mortgages, liens,
pledges, charges or encumbrances of any kind or character, except the lien of
current taxes not yet due and payable and except for liens which in the
aggregate do not secure more than One Thousand Dollars ($1,000) in liabilities.
The equipment of Amer used in the operation of its business is in good operating
condition and repair. All real or personal property leases to which Amer is a
party are valid, binding, enforceable obligations of Amer effective in
accordance with their respective terms. There is not under any of such leases
any existing material default or event of default or event which, with notice or
lapse of time or both, would constitute a material default. The Amer Disclosure
Schedule contains a description of all real and personal property leased or
owned by Amer, identifying such property and, in the case of real property,
stating the monthly rental due, term of lease and square feet leased. True and
correct copies of each of Amer's leases have been provided to GONT or its
representatives.

4.9 PROPRIETARY RIGHTS.

B-11
<PAGE>
(AI Amer owns all right, title and interest in and to, or valid
licenses for use of, all patents, copyrights, technology, software, software
tools, know-how, processes, trade secrets, trademarks, service marks, trade
names and other proprietary rights used in or necessary for the conduct of
Amer's business as conducted to the date hereof or contemplated, including,
without limitation, the technology and all proprietary rights developed or
discovered or used in connection with or contained in the Amer
Products/Services, free and clear of all liens, claims and encumbrances
(including without limitation distribution rights) (all of which are referred to
as "Amer Proprietary Rights") and Amer has the right to transfer all such rights
to Amer as contemplated hereby. The foregoing representation as it relates to
Amer Third-Party Technology (as hereinafter defined) is limited to Amer's
interest pursuant to the Amer Third-Party Licenses (as hereinafter defined), all
of which are valid and enforceable and in full force and effect and which grant
Amer such rights to the Amer Third-Party Technology as are employed in or
necessary to the business of Amer as conducted or proposed to be conducted. The
Amer Disclosure Schedule contains an accurate and complete description of (i)
all patents, trademarks (with separate listings of registered and unregistered
trademarks), trade names, and registered copyrights in or related to the Amer
Products/ Services, all applications and registration statements therefor, and a
list of all licenses and other agreements relating thereto; and (ii) a list of
all licenses and other agreements with third parties (the "Amer Third-Party
Licenses") relating to any inventions, technology, know-how, or processes that
Amer is licensed or otherwise authorized by such third parties to use, market,
distribute or incorporate into products distributed by Amer (such software,
inventions, technology, know-how and processes are collectively referred to as
the "Amer Third-Party Technology"). Amer's trademark or trade name
registrations related to the Amer Products/Services and all of Amer's copyrights
in any of the Amer Products/Services are valid and in full force and effect, and
consummation of the transactions contemplated hereby will not alter or impair
any such rights. No claims have been asserted against Amer (and Amer is not
aware of any claims which are likely to be asserted against it or which have
been asserted against others) by any person challenging Amer's use, possession,
manufacture, sale, provision or distribution of the Amer Products/Services under
any patents, trademarks, trade names, copyrights, trade secrets, technology,
know-how or processes utilized by Amer (including, without limitation, the Amer
Third-Party Technology) or challenging or question-ing the validity or
effectiveness of any license or agreement relating thereto (including, without
limitation, the Amer Third-Party Licenses). There is no valid basis for any
claim of the type specified in the immediately preceding sentence which could in
any material way relate to or interfere with the currently planned continued
enhancement and exploitation by Amer of any of the Amer Products/Services. None
of the Amer Products/Services nor the use or exploita-tion of any patents,
trademarks, trade names, copyrights, technology, know-how or processes by Amer
in its current business infringes on the rights of, constitutes
misappro-priation of, or in any way involves unfair competition with respect to,
any proprietary information or intangible property right of any third person or
entity, including without limitation any patent, trade secret, copyright,
trademark or trade name.

(BI No employee of Amer is in violation of any term of any employment
contract, patent disclosure agreement or any other contract or agreement
relating to the relationship of any such employee with Amer or, to Amer's actual
knowledge, any other party because of the nature of the business conducted by
Amer or proposed to be conducted by Amer.

B-12
<PAGE>
(CI Each person presently or previously employed by Amer (including
independent contractors, if any) with access to confidential information has
executed a confidentiality and non-disclosure agreement pursuant to the form of
agreement previously provided to Amer or its representatives. Such
confidentiality and non-disclosure agreements constitute valid and binding
obligations of Amer and such person, enforceable in accordance with their
respective terms. Neither the execution or delivery of such agreements, nor the
carrying on of their business as employees by such persons, nor the conduct of
their business as currently anticipated, will conflict with or result in a
breach of the terms, conditions or provisions of or constitute a default under
any contract, covenant or instrument under which any of such persons is
obligated.

(DI No product or service liability or warranty claims which could
exceed One Thousand Dollars ($1,000) have been communicated to, or threatened
against, Amer nor, to Amer's actual knowledge, is there any specific situation,
set of facts or occurrence that provides a basis for such claim.

4.10 EMPLOYEE BENEFIT PLANS. There is no unfunded prior service cost
with respect to any bonus, deferred compensation, pension, profit-sharing,
retirement, stock purchase, stock option, or other employee benefit or fringe
benefit plans, whether formal or informal, maintained by Amer. Each bonus,
deferred compensation, pension, profit-sharing, retirement, stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or informal, maintained by Amer conforms to all applicable requirements of the
Employees Retirement Income Security Act. The Amer Disclosure Schedule lists
and describes all profit-sharing, bonus, incentive, deferred compensation,
vacation, severance pay, retirement, stock option, group insurance or other
plans (whether written or not) providing employee benefits.

4.11 BANK ACCOUNTS. The Amer Disclosure Schedule sets forth the names
and locations of all banks, trusts, companies, savings and loan associations,
and other financial institutions at which Amer maintains accounts of any nature
and the names of all persons authorized to draw thereon or make withdrawals
therefrom.

4.12 CONTRACTS.

(AI Amer has no agreements, contracts or commitments that provide for
the sale, licensing or distribution by Amer of any of its products, services,
inventions, technology, know-how, trademarks or trade names except in the
ordinary course of its business.

(BI Without limiting the provisions of Section 4.9 and except for any
agreements with GONT, Amer has not granted to any third party any exclusive
rights of any kind with respect to any of the Amer Products/Services.

(CI There is no outstanding sales contract, commitment or proposal of
Amer that is currently expected to result in any loss to Amer (before allocation
of overhead and administrative costs) upon completion or performance thereof.

(DI Amer has no outstanding agreements, contracts or commitments with
officers, employees, agents, consultants, advisors, salesmen, sales
representatives, distributors or dealers that are not cancelable by it on notice
of not longer than thirty (30) days and without liability, penalty or premium.

(EI Amer has no employment, independent contractor or similar
agreement, contract or commitment that is not terminable on no more than thirty
(30) days' notice without penalty or liability of any type, including without
limitation severance or termination pay.

B-13
<PAGE>
(FI Amer has no currently effective collective bargaining or union
agreements, contracts or commitments.

(GI Amer is not restricted by agreement from competing with any person
or from carrying on its business anywhere in the world.

(HI Amer has not guaranteed any obligations of other persons or made
any agreements to acquire or guarantee any obligations of other persons.

(II Amer has no outstanding loan or advance to any person; nor is it
party to any line of credit, standby financing, revolving credit or other
similar financing arrangement of any sort which would permit the borrowing by
Amer of any sum not reflected in the Amer Financial Statements.

(JI All material contracts, agreements and instruments to which Amer is
a party are valid, binding, in full force and effect, and enforceable by Amer in
accordance with their respective terms. No such material contract, agreement or
instrument contains any material liquidated-damages, penalty or similar
provision. Amer has not received any notice from any party to any such material
contract, agreement or instrument that such party intends to cancel, withdraw,
modify or amend such contract, agreement or arrangement.

(KI The Amer Disclosure Schedule lists all material agreements pursuant
to which Amer has agreed to supply to any third party Amer Products/Services.

(LI Amer is not in default under or in breach or violation of, nor, to
its actual knowledge, is there any valid basis for any claim of default by Amer
under, or breach or violation by Amer of, any contract, commitment or
restriction to which Amer is a party or to which it or any of its properties is
bound, where such defaults, breaches, or violations would, in the aggregate,
have a Material Adverse Effect on Amer. To Amer's actual knowledge, no other
party is in default under or in breach or violation of, nor is there any valid
basis for any claim of default by any other party under or any breach or
violation by any other party of, any material contract, commitment, or
restriction to which Amer is bound or by which any of its properties is bound,
where such defaults, breaches, or violations would, in the aggregate, have a
Material Adverse Effect on Amer.

(MI All agreements, contracts and commitments (the "Material
Contracts") listed or described in the Amer Disclosure Schedule pursuant to this
Section 4.12 are assumable, or will otherwise be the property of, the Surviving
Corporation following the Mergers without further action by the Surviving
Corporation or Amer. If any of the Material Contracts are not assumable by or
will not be the property of, the Surviving Corporation following the Mergers,
then Amer has described in the Amer Disclosure Schedule such actions as is
necessary for assumption of the Material Contract by the Surviving Corporation.

(NI True and correct copies of each document or instrument described in
the Amer Disclosure Schedule pursuant to this Section 4.12 have been made
available to GONT or its representatives.

B-14
<PAGE>
4.13 INSIDER TRANSACTIONS. No Affiliate of Amer has any interest in
(i) any material equipment or other property, real or personal, tangible or
intangible, including, without limitation, any item of intellectual property,
used in connection with or pertaining to the business of Amer; or (ii) any
creditor, supplier, customer, agent or representative of Amer; provided,
however, that no such Affiliate or other person shall be deemed to have such an
interest solely by virtue of the ownership of less than one percent (1%) of the
outstanding stock or debt securities of any publicly-held company, the stock or
debt securities of which are traded on a recognized stock exchange or quoted on
the National Association of Securities Dealers Automated Quotation System.

4.14 INSURANCE. The Amer Disclosure Schedule contains a list of the
principal policies of fire, liability and other forms of insurance held by Amer.

4.15 DISPUTES AND LITIGATION. Except as set forth in the Amer
Disclosure Schedule, there is no suit, action, litigation, proceeding,
investigation, claim, complaint, or accusation pending, or to its knowledge
threatened against or affecting Amer or any of its properties, assets or
business or to which Amer is a party, in any court or before any arbitrator of
any kind or before or by any governmental agency (including, without limitation,
any federal, state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and to its knowledge, there is no
basis for such suit, action, litigation, proceeding, investigation, claim,
complaint, or accusation; (b) there is no pending or threatened change in any
environmental, zoning or building laws, regulations or ordinances which affect
or could affect Amer or any of its properties, assets or businesses; and (c)
there is no outstanding order, writ, injunction, decree, judgment or award by
any court, arbitrator or governmental body against or affecting Amer or any of
its properties, assets or business. There is no litigation, proceeding,
investigation, claim, complaint or accusation, formal or informal, or
arbitration pending, or any of the aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on the part of any director or officer of Amer or any such person's heirs,
executors or administrators as against Amer.

4.16 COMPLIANCE WITH LAWS. Amer has at all times been, and presently
is, in full compliance with, and has not received notice of any claimed
violation of, any applicable federal, state, local, foreign and other laws,
rules and regulations. Amer has filed all returns, reports and other documents
and furnished all information required or requested by any federal, state, local
or foreign governmental agency and all such returns, reports, documents and
information are true and complete in all respects. All permits, licenses,
orders, franchises and approvals of all federal, state, local or foreign
governmental or regulatory bodies required of Amer for the conduct of its
business have been obtained, no violations are or have been recorded in respect
of any such permits, licenses, orders, franchises and approvals, and there is no
litigation, proceeding, investigation, arbitration, claim, complaint or
accusation, formal or informal, pending or threatened, which may revoke, limit,
or question the validity, sufficiency or continuance of any such permit,
license, order, franchise or approval. Such permits, licenses, orders,
franchises and approvals are valid and sufficient for all activities presently
carried on by Amer.

B-15
<PAGE>
4.17 SUBSIDIARIES. Amer has no subsidiaries. Amer does not own or
control (directly or indirectly) any capital stock, bonds or other securities
of, and does not have any proprietary interest in, any other corporation,
general or limited partnership, firm, association or business organization,
entity or enterprise, and Amer does not control (directly or indirectly) the
management or policies of any other corporation, partnership, firm, association
or business organization, entity or enterprise.

4.18 ENVIRONMENTAL MATTERS.

(AI As of the date hereof, no underground storage tanks are present
under any property that Amer has at any time owned, operated, occupied or
leased. As of the date hereof except as set forth in the Amer Disclosure
Schedule, no material amount of any substance that has been designated by any
governmental entity or by applicable federal, state or local law to be
radioactive, toxic, hazardous or otherwise a danger to health or the
environment, including, without limitation, PCBs, asbestos, petroleum,
urea-formaldehyde and all substances listed as hazardous substances pursuant to
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, or defined as a hazardous waste pursuant to the United States
Resource Conservation and Recovery Act of 1976, as amended, and the regulations
promulgated pursuant to said laws (a "Hazardous Material"), excluding office,
janitorial and other immaterial supplies, are present, as a result of the
actions of Amer or, to Amer's actual knowledge, as a result of any actions of
any third party or otherwise, in, on or under any property, including the land
and the improvements, ground water and surface water, that Amer have at any time
owned, operated, occupied or leased.

(BI At no time has Amer transported, stored, used, manufactured,
disposed of, released or exposed its employees or others to Hazardous Materials
in violation of any law in effect on or before the Closing Date, nor has Amer
disposed of, transported, sold, or manufactured any product containing a
Hazardous Material in violation of any rule, regulation, treaty or statute
promulgated by any governmental entity to prohibit, regulate or control
Hazardous Materials or any Hazardous Material Activities.

(CI Amer currently holds all environmental approvals, permits,
licenses, clearances and consents necessary for the conduct of its business as
such business is currently being conducted, the absence of which would be
reasonably likely to have a Material Adverse Effect on Amer.

(DI No action, proceeding, revocation proceeding, amendment procedure,
writ, injunction or claim is pending or, to the actual knowledge of Amer,
threatened concerning any Environmental Permit. Amer is not aware of any fact
or circumstance which could involve it in any environmental litigation or impose
upon it any environmental liability which would be reasonably likely to have a
Material Adverse Effect on Amer.

B-16
<PAGE>
4.19 CORPORATE DOCUMENTS. Amer has furnished to GONT for its
examination: (i) copies of its Certificate or Articles of Incorporation and
Bylaws; (ii) its Minute Book containing all records required to be set forth of
all proceedings, consents, actions, and meetings of the stockholders, the board
of directors and any committees thereof; (iii) all permits, orders, and consents
issued by any regulatory agency with respect to Amer, or any securities of Amer,
and all applications for such permits, orders, and consents; and (iv) their
stock transfer books setting forth all transfers of any capital stock. The
corporate minute books, stock certificate books, stock registers and other
corporate records of Amer are complete and accurate in all material respects,
and the signatures appearing on all documents contained therein are the true
signatures of the persons purporting to have signed the same. All actions
reflected in such books and records were duly and validly taken in compliance
with the laws of the applicable jurisdiction.

4.20 NO BROKERS. Amer is not obligated for the payment of fees or
expenses of any broker or finder in connection with the origin, negotiation or
execution of this Agreement or the Certificate of Merger or in connection with
any transaction contemplated hereby or thereby.

4.21 DISCLOSURE. No statements by Amer contained in this Agreement and
the Exhibits and Amer Disclosure Schedule attached hereto, any other Transaction
Document or any written statement or certificate furnished or to be furnished
pursuant hereto or in connection with the transactions contemplated hereby and
thereby (when read together) contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made.

5. PRECLOSING COVENANTS OF GONT AND WESTLAKE.

5.1 NOTICES AND APPROVALS. GONT agrees: (a) to give and to cause
Westlake to give all notices to third parties which may be necessary or deemed
desirable by Amer in connection with this Agreement and the consummation of the
transactions contemplated hereby; (b) to use its best efforts to obtain and to
cause Westlake to obtain, all federal and state governmental regulatory agency
approvals, consents, permit, authorizations, and orders necessary or deemed
desirable by Amer in connection with this Agreement and the consummation of the
transaction contemplated hereby; and (c) to use its best efforts to obtain, and
to cause Westlake to obtain, all consents and authorizations of any other third
parties necessary or deemed desirable by Amer in connection with this Agreement
and the consummation of the transactions contemplated hereby.

5.2 INFORMATION FOR AMER'S STATEMENTS AND APPLICATIONS. GONT and
Westlake and their employees, accountants and attorneys shall cooperate fully
with Amer in the preparation of any statements or applications made by Amer to
any federal or state governmental regulatory agency in connection with this
Agreement and the transactions contemplated hereby and to furnish Amer with all
information concerning GONT and Westlake necessary or deemed desirable by Amer
for inclusion in such statements and applications, including, without
limitation, all requisite financial statements and schedules.

6. PRECLOSING COVENANTS OF AMER.

B-17
<PAGE>
6.1 NOTICES AND APPROVALS. Amer agrees: (a) to give all notices to
third parties which may be necessary or deemed desirable by GONT in connection
with this Agreement and the consummation of the transactions contemplated
hereby; (b) to use its best efforts to obtain all federal and state governmental
regulatory agency approvals, consents, permit, authorizations, and orders
necessary or deemed desirable by GONT in connection with this Agreement and the
consummation of the transaction contemplated hereby; and (c) to use its best
efforts to obtain all consents and authorizations of any other third parties
necessary or deemed desirable by GONT in connection with this Agreement and the
consummation of the transactions contemplated hereby.

6.2 ADVICE OF CHANGES. Amer will promptly advise GONT in writing (i)
of any event occurring subsequent to the date of this Agreement which would
render any representation or warranty of Amer contained in this Agreement, if
made on or as of the date of such event or the Closing Date, untrue or
inaccurate in any material respect and (ii) of any material adverse change in
Amer's business, taken as a whole.

6.3 INFORMATION FOR GONT'S STATEMENTS AND APPLICATIONS. Amer and its
employees, accountants and attorneys shall cooperate fully with GONT in the
preparation of any statements or applications made by GONT to any federal or
state governmental regulatory agency in connection with this Agreement and the
transactions contemplated hereby and to furnish GONT with all information
concerning Amer necessary or deemed desirable by GONT for inclusion in such
statements and applications, including, without limitation, all requisite
financial statements and schedules.

6.4 CONDUCT OF BUSINESS BY AMER. Until the Closing, Amer will continue
to conduct its business and maintain its business relationships in the ordinary
and usual course and will not, without the prior written consent of GONT:

(AI borrow any money;

(BI lease, license, sell, transfer or encumber or permit to be
encumbered any asset, intellectual property right or other property associated
with the business of Amer (including sales or transfers to Affiliates of Amer);

(CI dispose of any of its assets;

(DI enter into any lease or contract for the purchase or sale of any
property, real or personal;

(EI pay any bonus, increased salary, or special remuneration to any
officer or employee, including any amounts for accrued but unpaid salary or
bonuses;

(FI change accounting methods;

(GI declare, set aside or pay any cash or stock dividend or other
distribution in respect of capital, or redeem or otherwise acquire any of its
capital stock;

(HI amend or terminate any contract, agreement or license to which it
is a party;

B-18
<PAGE>
(II loan any amount to any person or entity, or guaranty or act as a
surety for any obligation;

(LI amend its Certificate of Incorporation or Bylaws;

(NI do anything that would cause there to be material adverse changes
in its Financial Statements (with such Financial Statements analyzed as if it
had been prepared according to GAAP, and including but not limited to cash
distributions or material decreases in the net assets of Amer), between the date
of the Amer Financial Statements and the Closing Date; or

(OI agree to do any of the things described in the preceding clauses
Section 6.4(a) through (n).

7. MUTUAL COVENANTS.

7.1 DUE DILIGENCE, INVESTIGATION, AND AUDITS. At such time prior to
the Closing as may be reasonably requested, each party shall make available to
the other party and the other party's employees, agents and representatives all
information concerning the operation, business and prospects of such party as
may be reasonably requested by the other party. Each party will cooperate with
the other party for the purpose of permitting the other party to discuss such
party's business and prospects with such party's customers, creditors, suppliers
and other persons having business dealings with such party, subject to
reasonable confidentiality obligations between the parties.

B-19
<PAGE>
7.2 REGULATORY FILINGS; CONSENTS; REASONABLE EFFORTS. Subject to the
terms and conditions of this Agreement, GONT, Westlake and Amer shall use their
respective best efforts to (i) make all necessary filings with respect to the
Merger and this Agreement under the Securities Act, and applicable blue sky or
similar securities laws and shall use all reasonable efforts to obtain required
approvals and clearances with respect thereto and shall supply all additional
information requested in connection therewith; (ii) make merger notification or
other appropriate filings with federal, state or local governmental bodies or
applicable foreign governmental agencies and shall use all reasonable efforts to
obtain required approvals and clearances with respect thereto and shall supply
all additional information requested in connection therewith; (iii) obtain all
consents, waivers, approvals, authorizations and orders required in connection
with the authorization, execution and delivery of this Agreement and the
consummation of the Merger; and (iv) take, or cause to be taken, all appropriate
action, and do, or cause to be done, all things necessary, proper or advisable
to consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.

8. CLOSING MATTERS.

8.1 REGISTRATION STATEMENT. Within 90 days of execution of this
Agreement, GONT shall prepare and file with the Securities and Exchange
Commission a Registration Statement on Form S-4 for the registration of the GONT
Common Stock issued to the Amer Shareholders hereunder (the "Registration
Statement"). GONT shall use its reasonable best efforts to obtain clearance of
such Registration Statement with the SEC. GONT shall pay all costs and expenses
incurred in connection with such registration statement and shall make any and
all appropriate blue sky filings required in connection with such Registration
Statement. The Closing shall occur upon the effectiveness of the Registration
Statement.

8.3 DELIVERY OF DOCUMENTS. On or before the Closing, the parties shall
deliver the documents, and shall perform the acts, which are set forth in
Sections 9 and 10, as specified in such Sections, including delivery of the
counterpart signature pages of the Transaction Documents executed by GONT,
Westlake and/or Amer, as the case may be. All documents which GONT or Westlake
shall deliver or cause to be delivered shall be in form and substance reasonably
satisfactory to Amer. All documents which Amer shall deliver or cause to be
delivered shall be in form and substance reasonably satisfactory to GONT.

B-20
<PAGE>
9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Amer set forth in Section 4 shall be true in all material
respects on and as of the Closing with the same force and effect as if they had
been made at the Closing, and GONT shall receive a certificate to such effect
executed by the Chairmen and Presidents of Amer.

9.2 COVENANTS. Amer shall have performed and complied with all of its
covenants contained in Sections 6 and 7 on or before the Closing, and GONT shall
receive a certificate from Amer to such effect executed by the Presidents of
Amer.

9.3 NO LITIGATION. On and as of the Closing, no litigation or
proceeding shall be threatened or pending against Amer with the purpose or with
the probable effect of enjoining or preventing the consummation of any of the
transactions contemplated by this Agreement, and GONT shall receive a
certificate to such effect executed by the President of Amer.

9.4 NO ADVERSE DEVELOPMENT. There shall not have been any material
adverse changes in the financial condition, results of operations, assets,
liabilities, business or prospects of Amer since the date of this Agreement, and
GONT shall receive a certificate to such effect executed by the President of
Amer.

9.5 AUTHORIZATIONS. GONT shall have received from Amer written
evidence that the execution, delivery and performance of Amer's obligations
under this Agreement and the Certificate of Merger have been duly and validly
approved and authorized by the Board of Directors of Amer.

10. CONDITIONS TO AMER'S OBLIGATIONS. Unless otherwise provided below,
the obligations of Amer is subject to the fulfillment or satisfaction by
Closing, of each of the following conditions (any one or more of which may be
waived by Amer, but only in a writing signed by Amer):

10.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of GONT and Westlake contained in Section 3 shall be true in all
material respects on and as of the Closing with the same force and effect as if
they had been made at the Closing.

10.2 COVENANTS. GONT and Westlake shall have performed and complied
with all of its covenants contained in Sections 5 and 6 on or before the
Closing.

B-21
<PAGE>
10.3 AUTHORIZATIONS. Amer shall have received from GONT written
evidence that the execution, delivery and performance of this Agreement and the
Certificate of Merger have been duly and validly approved and authorized by
GONT's Board of Directors and by Westlake's Board of Directors.

11. TERMINATION OF AGREEMENT.

11.1 TERMINATION. This Agreement may be terminated at any time prior
to the Closing by the mutual written consent of each of the parties hereto.
This Agreement may also be terminated and abandoned:

(A) By Amer if any of the conditions precedent to Amer's obligations
pursuant to Section 10 shall not have been fulfilled at and as of the Closing.

(B) By GONT if any of the conditions precedent to GONT's and Westlake's
obligations pursuant to Section 9 above shall not have been fulfilled at and as
of the Closing.

Any termination of this Agreement under this Section 11.1 shall be effected
by the delivery of written notice of the terminating party to the other parties
hereto.

12. MISCELLANEOUS.

12.3 SEVERABILITY. If any provision of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provision.

B-22
<PAGE>
12.4 ENTIRE AGREEMENT. This Agreement, the exhibits hereto, the
documents referenced herein, and the exhibits thereto, constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
or understandings, inducements or conditions, express or implied, written or
oral, between the parties with respect hereto and thereto. The express terms
hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

12.9 NO WAIVER. The failure of any party to enforce any of the
provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

12.10 ATTORNEYS' FEES. Should suit be brought to enforce or interpret
any part of this Agreement, the prevailing party shall be entitled to recover,
as an element of the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses and
fees on any appeal). The prevailing party shall be the party entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment. A party not entitled to recover its costs shall not be entitled to
recover attorneys' fees. No sum for attorneys' fees shall be counted in
calculating the amount of a judgment for purposes of determining if a party is
entitled to recover costs or attorneys' fees.

B-23
<PAGE>
12.11 NOTICES. Any notice provided for or permitted under this
Agreement will be treated as having been given when (a) delivered personally,
(b) sent by confirmed telex or telecopy, (c) sent by commercial overnight
courier with written verification of receipt, or (d) mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be
notified, at the address set forth below, or at such other place of which the
other party has been notified in accordance with the provisions of this Section
13.11.

GONT or Westlake: Go Online Networks Corporation
5681 Beach Blvd., Suite 101
Buena Park, CA 90621
Attn: Joseph M. Naughton
Facsimile No.: (714) 736-9488

With copy to:
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler
Facsimile No.: (949) 719-1977

Amer:
6301 Indian School Road
Albuquerque, NM 87123
Attn: Jack Benezra
Facsimile No.: (___)_____________

Such notice will be treated as having been received upon actual receipt.

12.12 TIME. Time is of the essence of this Agreement.

12.15 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.

B-24
<PAGE>
12.16 FURTHER ASSURANCES. Each party agrees to cooperate fully with
the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.

B-25
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

GO ONLINE NETWORKS CORPORATION WESTLAKE CAPITAL CORP.
a Delaware corporation a Colorado corporation

By: /s/ Joseph M. Naughton By: /s/ Joseph M. Naughton
Joseph M. Naughton Joseph M. Naughton
President President

AMER SOFTWARE, INC.
a Nevada corporation

By: /s/ Jack Benezra
Jack Benezra
President

B-26
<PAGE>

APPENDIX C

DELAWARE GENERAL CORPORATE LAW

262. APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds shares of stock on
the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to 228 of this
title shall be entitled to an appraisal by the Court of Chancery of the fair
value of the stockholder's shares of stock under the circumstances described in
subsections (b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock corporation and also
a member of record of a nonstock corporation; the words "stock" and "share" mean
and include what is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and the words
"depository receipt" mean a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions thereof, solely of
stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series
of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to 251 (other than a merger effected pursuant to 251(g) of
this title), 252, 254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be
available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;
and further provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving
corporation as provided in subsection (f) of 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under
this section shall be available for the shares of any class or series of stock
of a constituent corporation if the holders thereof are required by the terms of
an agreement of merger or consolidation pursuant to 251, 252, 254, 257, 258,
263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or
consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect
thereof, which shares of stock (or depository receipts in respect thereof) or
depository receipts at the effective date of the merger or consolidation will be
either listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more than 2,000
holders;

c. Cash in lieu of fractional shares or fractional depository receipts described
in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu
of fractional shares or fractional depository receipts described in the
foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to
a merger effected under 253 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall be available
for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to
subsection (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations, and shall include in such notice
a copy of this section. Each stockholder electing to demand the appraisal of
such stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation, a written demand for appraisal of such
stockholder's shares. Such demand will be sufficient if it reasonably informs
the corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such stockholder's shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written demand
as herein provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become effective;
or

(2) If the merger or consolidation was approved pursuant to 228 or 253 of
this title, each consitutent corporation, either before the effective date of
the merger or consolidation or within ten days thereafter, shall notify each of
the holders of any class or series of stock of such constitutent corporation who
are entitled to appraisal rights of the approval of the merger or consolidation
and that appraisal rights are available for any or all shares of such class or
series of stock of such constituent corporation, and shall include in such
notice a copy of this section; provided that, if the notice is given on or after
the effective date of the merger or consolidation, such notice shall be given by
the surviving or resulting corporation to all such holders of any class or
series of stock of a constituent corporation that are entitled to appraisal
rights. Such notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify such stockholders of the effective
date of the merger or consolidation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of mailing of such notice, demand in
writing from the surviving or resulting corporation the appraisal of such
holder's shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of such holder's shares. If such notice did not
notify stockholders of the effective date of the merger or consolidation, either
(i) each such constitutent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders of
any class or series of stock of such constitutent corporation that are entitled
to appraisal rights of the effective date of the merger or consolidation or (ii)
the surviving or resulting corporation shall send such a second notice to all
such holders on or within 10 days after such effective date; provided, however,
that if such second notice is sent more than 20 days following the sending of
the first notice, such second notice need only be sent to each stockholder who
is entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is required
to give either notice that such notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constitutent corporation may fix, in advance, a record date that shall be not
more than 10 days prior to the date the notice is given, provided, that if the
notice is given on or after the effective date of the merger or consolidation,
the record date shall be such effective date. If no record date is fixed and the
notice is given prior to the effective date, the record date shall be the close
of business on the day next preceding the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders
who have complied with this section and who have become entitled to appraisal
rights. The Court may require the stockholders who have demanded an appraisal
for their shares and who hold stock represented by certificates to submit their
certificates of stock to the Register in Chancery for notation thereon of the
pendency of the appraisal proceedings; and if any stockholder fails to comply
with such direction, the Court may dismiss the proceedings as to such
stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon
the parties as the Court deems equitable in the circumstances. Upon application
of a stockholder, the Court may order all or a portion of the expenses incurred
by any stockholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorney's fees and the fees and expenses of
experts, to be charged pro rata against the value of all the shares entitled to
an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

(l) The shares of the surviving or resulting corporation to which the shares of
such objecting stockholders would have been converted had they assented to the
merger or consolidation shall have the status of authorized and unissued shares
of the surviving or resulting corporation.

C-1
<PAGE>

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The laws of the State of Delaware and our corporate bylaws provide for
indemnification of our directors and officers for liabilities and expenses that
they may incur while acting in such capacities. In general, our directors and
officers are indemnified for actions they take in good faith and in a manner
reasonably believed to be in, or not opposed to, our best interests. With
respect to criminal actions or proceeds, they are indemnified if they had no
reasonable cause to believe their actions were unlawful. In addition, their
liability is limited by our Articles of Incorporation.

We do not currently have a policy of directors and officers insurance.

EXHIBITS

Exhibit No. Description
----------- -----------

2.1 (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 (1) Certificate of Merger of Jones Naughton Entertainment, Inc.
into Go Online Networks Corporation, dated
August 12, 1999.

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

3.1 (1) Articles of Incorporation of Valencia Capital, Inc., filed
October 20, 1987.

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

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

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

3.5 (1) Certificate of Designation for Jones Naughton Entertainment,
Inc., dated June 8, 1994.

3.6 (1) Bylaws of Jones Naughton Entertainment, Inc., as amended.

3.7 (1) Certificate of Incorporation of Go Online Networks
Corporation, dated August 11, 1999.

II-1
<PAGE>

3.8 (1) Certificate of Designation for Go Online Networks
Corporation, dated August 13, 1999.

3.9 (1) Bylaws of Go Online Networks Corporation.

3.10 (1) Articles of Incorporation of AMS Acquisition Corp., filed
June 29, 1998.

3.11 (1) Bylaws of AMS Acquisition Corp.

5 Opinion of Cutler Law Group with respect to legality
of the securities of the Registrant begin registered

10.1 (1) Agreement and Plan of Reorganization by and among Amerinet
Financial Systems, Inc., Jones Naughton Entertainment,
Inc., Real Estate Television Network, Inc. and Amerinet,
Inc., dated August 1996.

10.2 (1) Stock Purchase Agreement between Amerinet Financial
Services, Inc. and Jones Naughton Entertainment,
Inc., dated October 1996.

10.3 (1) Escrow Agreement between Jones Naughton Entertainment, Inc.,
Amerinet Financial Systems, Inc. and MRC Legal Services
Corporation, dated February 12, 1997

10.4 (1) Form of Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and investors for 504 Stock Sales from
January 1997 through April 1999.

10.5 (1) Escrow Agreement between Jones Naughton Entertainment, Inc.,
Michael Rost and MRC Legal Services Corp., dated
November 17, 1997.

10.6 (1) Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and Joe Lynde, dated
November 17, 1997.

10.7 (1) Escrow Agreement between Jones Naughton Entertainment, Inc.,
Joseph Lynde and MRC Legal Services Corp., dated
November 17, 1997.

10.8 (1) Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and David Evans, dated
November 17, 1997.

10.9 (1) Escrow Agreement between Jones Naughton Entertainment, Inc.,
David Evans and MRC Legal Services Corp., dated
November 17, 1997.

10.10 (1) Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and Patricia L. Schonebaum IRA Account,
dated November 17, 1997.

10.11 (1) Escrow Agreement between Jones Naughton Entertainment,
Inc., Patricia L. Schonebaum IRA Account and MRC Legal
Services Corp., dated November 17, 1997.

10.12 (1) Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and Patricia L. Schonebaum, dated
November 17, 1997.

10.13 (1) Escrow Agreement between Jones Naughton Entertainment,
Inc., Patricia L. Schonebaum and MRC Legal Services Corp.,
dated November 17, 1997.

II-2
<PAGE>

10.14 (1) Stock Purchase Agreement between Jones Naughton
Entertainment, Inc. and Joy F. Evans, dated
November 17, 1997.

10.15 (1) Escrow Agreement between Jones Naughton Entertainment,
Inc., Joy F. Evans and MRC Legal Services Corp., dated
November 17, 1997.

10.16 (1) Agreement for Purchase and Sale of Assets between Sign
Products of America, Inc. and Jones Naughton Entertainment,
Inc., dated March 1998.

10.17 (1) Agreement for Purchase and Sale of Assets between
Affiliated Marketing Services, Inc. and AMS Acquisition
Corp., dated July 8, 1998.

10.18 (1) Employment Agreement between AMS Acquisition Corp. and Paul
Hentschl effective July 8, 1998.

10.19 (1) First Company Security Agreement in favor of Affiliated
Marketing Services, Inc., dated July 8, 1998.

10.20 (1) Company Security Agreement in favor of Paul Hentschl, dated
July 8, 1998.

10.21 (1) Secured Promissory Note payable to Paul Hentschl, dated
July 8, 1998.

10.22 (1) Agreement for Purchase and Sale of Assets between AMS
Acquisition Corp. and Affiliated Marketing Services,
Inc., dated January 11, 1999.

10.23 (1) Addendum to Agreement for Purchase and Sale of Assets
between AMS Acquisition Corp. and Affiliated Marketing
Services, Inc., dated January 13, 1999.

10.24 (1) Joint Venture Agreement by and between Jones Naughton
Entertainment, Inc. and Scott Claverie, dated
February 26, 1999.

10.25 (1) Employment Agreement between Jones Naughton Entertainment,
Inc. and James Cannon, effective April 12, 1999.

10.26 (1) Stock Exchange Agreement by and between Jones Naughton
Entertainment, Inc. and Scott Claverie, dated
April 19, 1999.

II-3
<PAGE>

10.27 (1) Independent Consultant Agreement between Jones Naughton
Entertainment, Inc. and Michael Abelson, effective
May 1, 1999.

10.28 (1) Marketing Agreement between Jones Naughton Entertainment,
Inc. and PDQ Internet , dated May 3, 1999.

10.29 (1) Marketing Agreement between Jones Naughton Entertainment,
Inc. and ieXe, dated June 4, 1999.

10.30 (1) Reorganization and Stock Purchase Agreement between Jones
Naughton Entertainment, Inc. and Auctionomics, Inc.,
dated June 10, 1999.

10.31 (1) Consulting Agreement between Auctionomics, Inc. and WLTC,
LLT, effective June 10, 1999.

10.32 (1) Vendor Agreement between GoOn-line.com and 5th Avenue
Channel, dated June 1999.

10.33 (1) Addendum to Reorganization and Stock Purchase Agreement
between Jones Naughton Entertainment, Inc. and Auctionomics,
Inc., dated June 25, 1999.

10.34 (1) Form of Securities Subscription Agreement between Jones
Naughton Entertainment, Inc. and certain Investors for
3% Series A Convertible Debentures due July 30, 2000

10.35 (1) Form of 3% Series A Convertible Debenture due July 30, 2000

10.36 (1) Form of Escrow Agreement between Jones Naughton
Entertainment, Inc., certain Investors, and
Edward H. Birnbaum, Esq., as escrow agent, for the Company's
3% Series A Convertible Debentures due July 30, 2000.

10.37 (1) Employment Agreement between Jones Naughton Entertainment,
Inc. and Jeffrey F. Reynolds, effective August 9, 1999.

10.38 (1) Office Lease between Jones Naughton Entertainment, Inc. and
eOfficeSuites, Inc. dated August 12, 1999.

II-4
<PAGE>

10.39 (1) Consulting and Financial Services Agreement between Jones
Naughton Entertainment, Inc. and Patrick M. Rost dated
September 15, 1999.

10.40 (1) Employment Agreement between AMS Acquisition Corp. and Matt
Herman, effective October 1, 1999.

10.41 (1 Lease Proposal for 5681 Beach Blvd., Buena Park, CA 90621
for Jones Naughton Entertainment, Inc. dated
July 21, 1999.

10.42 (1) Lease Agreement between GoOn-Line.com and Design Arts
Building Associates dated April 29, 1999

10.43 (1) Securities Purchase Agreement between Go Online Networks
Corporation and Triton Private Equities Fund, L.P.,
dated September 20, 1999

10.44 (1) Series 1999-A Eight Percent Convertible Promissory Note due
October 1, 2001 dated September 21, 1999 issued to Triton
Private Equities Fund, L.P.

10.45 (1) Warrant to Purchase Common Stock dated September 21, 1999
issued to Triton Private Equities Fund, L.P.

10.46 (1) Registration Rights Agreement between Go Online Networks
Corporation and Triton Private Equities Fund, L.P.
dated September 20, 1999

10.47 (1) Escrow Agreement among Go Online Networks Corporation,
Triton Private Equities Fund, L.P. and H. Glenn
Bagwell, Jr., as escrow agent, dated as of
September 20, 1999

10.48 (1) Employment Agreement between AMS Acquisition Corp. and Scott
Claverie dated September 1, 1999.

10.49 (1) Form of Site Agreement

10.50 (1) Agreement between Auctionomics, Inc. and Classified
Auctions.com, LLC

10.51 (1) Agreement between Ingram Book Company and Go Online Networks
Corporation dated November 22, 1999

10.52 (1) Agreement between LinkShare Corporation and Go Online
Networks Corporation

10.53 (1) Agreement between Infotouch Technologies Corporation and Go
Online Networks Corporation dated June 22, 1999

II-5
<PAGE>

10.54 (1) Addendum to Employment Agreement for James Cannon

10.55 (2) Consulting Agreement with Ralph Testa dated February 10,
2000

10.56 (2) Consulting Agreement with Bridgett Browner dated
March 13, 2000

10.57 (3) Consulting Agreement with Nathan Wolfstein dated May 10,
2000

10.58 (3) Consulting Agreement with Harvey Turell dated May 10,
2000

10.59 (4) Reorganization and Stock Purchase Agreement by and between
Go Online Networks Corporation and Auctionomics, Inc. dated
May 10, 2000

10.60 (5) Amended and Restated Reorganization and Stock Purchase
Agreement between Go Online Networks Corporation, Digital
West and Andrew Hart dated August 4, 2000

10.61 (5) Employment Agreement between Digital West Marketing, Inc.
and Andrew Hart dated August 31, 2000

10.62 (6) Consulting Agreement with Blaine Riley dated August 24,
2000

10.63 (6) Consulting Agreement with James Marione dated September 5,
2000

10.64 Reorganization Agreement GONT, Westlake and NetStrat

10.65 Reorganization Agreement GONT, Westlake and Amer

*21 List of Subsidiaries

23.1 Consent of Schumacher & Associates, independent public
accountants for financial statements of GONT

23.2 Consent of Miller & McCollom, independent public
accountants for financial statements of GONT

23.3 Consent of Miller & McCollom, independent public
accountants for financial statements of NetStrat

23.4 Consent of Miller & McCollom, independent public
accountants for financial statements of Amer

23.5 Consent of Cutler Law Group (included in their opinion set
forth as Exhibit 5 hereto)

*24 Power of Attorney
__________________
(1) Filed with GONT's Form 10-KSB filed on March 29, 2000 for the period
ended December 31, 1999

(2) Filed with GONT's Form S-8 Registration Statement filed on April 20, 2000

(3) Filed with GONT's Form S-8 Registration Statement filed on May 19, 2000

(4) Filed with GONT's Form 8-K filed on May 25, 2000

(5) Filed with GONT's Form 8-K filed on September 20, 2000

(6) Filed with GONT's Form S-8 Registration Statement filed on
September 21, 2000

II-6
<PAGE>

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as express in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer 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 small business issuer 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 such issue.

II-7
<PAGE>
(5) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.

(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

(7) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Itesm 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(8) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired therein, that was not the subject of and included in the
registration statement when it became effective.

II-8
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buena Park, State of
California, on November 28, 2000.

Go Online Networks Corporation

By: /s/ Joseph M. Naughton
----------------------------------
Joseph M. Naughton
President and 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

II-9
<PAGE>