GO ONLINE NETWORKS CORP, S-8, 2001-01-10

GO ONLINE NETWORKS CORP
S-8, 2001-01-10
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10,2000
REGISTRATION NO. 333-____________

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

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

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

Common
Stock,
par value
$0.001 4,428,930 $0.09 (1) $398,604 $105.24
---------------- --------- --------- --------

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing market price on
January 8, 2001.

<PAGE>

EXPLANATORY NOTE

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

<PAGE>
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

<PAGE>

REOFFER PROSPECTUS

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

4,428,930 SHARES OF COMMON STOCK

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

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

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

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

________________________

This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 18.

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

January 10, 2001

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TABLE OF CONTENTS

Where You Can Find More Information . . . . . . . . . . . . . 2
Incorporated Documents . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 22
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 23
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 23
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . 24
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
________________________

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

INCORPORATED DOCUMENTS

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

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Go Online's Reports on Form 8-K, dated January 10, March 27, 2000, May 25, 2000,
September 20, 2000 and November 6, 2000 are incorporated herein by reference. Go
Online's Form 10-KSB filed on March 29, 2000, Form 10-QSB filed on May 15, 2000,
Form 10-QSB filed on August 17, 2000 and Form 10-QSB filed on November 14, 2000,
are incorporated herein by reference. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.

The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Officer at Go Online's executive offices, located at 5681
Beach Blvd., Suite 100/101, Buena Park, California 90621. Go Online's telephone
number is (714) 736-9888. The Company's corporate Web site address is
http://www.jnne.com.

THE COMPANY

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

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.

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.

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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.

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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 RealAudio and RealVideo 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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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* 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.

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.

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.

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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.

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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.

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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.

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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.

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LEGAL PROCEEDINGS

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

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

RISK FACTORS

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

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.

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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.

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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.

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.

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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.

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USE OF PROCEEDS

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

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SELLING SHAREHOLDERS

The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with Go Online for consulting
services in connection with recent and proposed acquisitions and for legal
services they provided to Go Online. The Selling Shareholders may resell all,
a portion or none of such Shares from time to time.

The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of December 31, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

% of Shares
Number of Number of Shares Owned by
Selling Shares Owned Registered by Number of Shares Shareholder
Shareholders Before Sale Prospectus Owned After Sale After Sale
------------ ------------- ---------------- ----------------- -------------
Joseph M. Naughton 9,007,125 960,000 (1) 8,047,125 9.4%
William R. Wheeler 0 1,000,000 (2) 0 0.0%
Mick Schumacher 150,000 1,368,930 (3) 150,000 less than 1.0%
M. Richard Cutler 210,000 1,100,000 (4) 210,000 less than 1.0%

</TABLE>

(1) Mr. Naughton acquired these shares in forgiveness of $48,000 in accrued
but unpaid salary as of December 29, 2000.
(2) Mr. Wheeler received these shares in connection with a consulting
agreement.
(3) Mr. Schumacher acquired these shares in consideration of accounting
services valued at $68,446.52.
(4) Mr. Cutler acquired these shares in consideration for legal services
valued at $55,000.

PLAN OF DISTRIBUTION

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

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

23
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In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.

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

The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by the Cutler Law Group, Newport Beach, California. M. Richard
Cutler, the President and sole shareholder of Cutler Law Group, PC, is the
beneficial owner of 1,310,000 shares of the Company's common stock of which
1,100,000 shares are offered hereby.

EXPERTS

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

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

24
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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(i) Registrant's Form 10-QSB for the quarter ended September 30, 2000.

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

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

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

(v) Registrant's Current Report on Form 8-K filed with the Commission on
May 25, 2000.

(vi) Registrant's Current Report on Form 8-K filed with the Commission on
September 20, 2000.

(vii) Registrant's Current Report on Form 8-K/A filed with the Commission on
November 6, 2000.

(viii) Registrant's Definitive Proxy Statement filed with the Commission on
October 16, 2000.

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

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Cutler Law Group, counsel to the Company.
M. Richard Cutler, the President and sole shareholder of Cutler Law Group, PC,
is the beneficial owner of 1,310,000 shares of the Company's common stock, of
which 1,100,000 shares are offered hereby.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8. EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

*3.9 Bylaws of Go Online Networks Corporation.

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

*3.11 Bylaws of AMS Acquisition Corp.

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

5 Opinion of Cutler Law Group

10.1 Consulting Agreement with William R. Wheeler dated January 4, 2001.

23.1 Consent of Schumacher & Associates

23.2 Consent of Miller & McCollom

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

________________________
* Incorporated by reference to Go Online Network Corporation's Form 10-KSB
filed on March 29, 2000.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buena Park, State of California, on January 10,
2001.

GO ONLINE NETWORKS CORPORATION

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

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

/s/ Joseph M. Naughton Chief Executive Officer and Director
-----------------------------
Joseph M. Naughton
January 10, 2001

/s/ Scott Claverie Director; President of AMS Acquisition Corp.
------------------------
Scott Claverie
January 10, 2001

/s/ James Cannon Director; Secretary
--------------------
James Cannon
January 10, 2001

/s/ Michael Abelson Director
-------------------------
Michael Abelson
January 10, 2001
II-3
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