-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SD0P3gNgzb3yClxvC8Pw9ewgmarF1QD4K2kba9MqOu5kETsHOd8cjJC3Nr/mplnp caJp9ELIzRpuzWI3sfCIFQ== 0000898432-02-000020.txt : 20020413 0000898432-02-000020.hdr.sgml : 20020413 ACCESSION NUMBER: 0000898432-02-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FICETO TODD CENTRAL INDEX KEY: 0001156391 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VMR CAPITAL MARKETS STREET 2: 1901 AVE OF THE STARS STE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90067 MAIL ADDRESS: STREET 1: VMR CAPITAL MARKETS STREET 2: 1901 AVE OF THE STARS STE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90067 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOPUBLICNOW COM INC CENTRAL INDEX KEY: 0000793043 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330886032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40624 FILM NUMBER: 2507083 BUSINESS ADDRESS: STREET 1: 5000 BIRCH STREET STREET 2: WEST TOWER, SUITE 4900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497522797 MAIL ADDRESS: STREET 1: 5000 BIRCH STREET STREET 2: WEST TOWER, SUITE 4900 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: DERMARX CORP DATE OF NAME CHANGE: 19950118 FORMER COMPANY: FORMER CONFORMED NAME: INNOTEK INC DATE OF NAME CHANGE: 19930421 FORMER COMPANY: FORMER CONFORMED NAME: VOCALTECH INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sc13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 GPN NETWORK, INC. ---------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------ (Title of Class of Securities) 382685105 --------- (CUSIP Number) Katherine Blair, Esq. --------------------- C/O Kirkpatrick & Lockhart LLP ------------------------------ 10100 Santa Monica Blvd, 7th Floor, Los Angeles, CA 90067 --------------------------------------------------------- (310)552-5000 ------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 8, 2002 --------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box / /. (Continued on following pages) (Page 1 of 5 Pages) CUSIP NO. 382685105 Page 2 of 5 Pages ----------- ----- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Todd Ficeto 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x / ------------------- 3 SEC USE ONLY ------------ 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): // ---------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH 7 SOLE VOTING POWER 14,700,000 (Includes 2,500,000 shares of Common Stock underlying a warrant) 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 14,700,000 (Includes 2,500,000 shares of Common Stock underlying a warrant) 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,700,000 (Includes 2,500,000 shares of Common Stock underlying a warrant) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 79.4% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 382685105 Page 3 of 5 Pages ----------- ----- SCHEDULE 13D RELATING TO THE COMMON STOCK OF GPN NETWORK, INC. Explanatory Note - ---------------- This Amendment No. 2 is being made to the Schedule 13D filed by Todd Ficeto on August 3, 2001 and as amended by Amendment No. 2 filed on September 14, 2001. The Schedule 13D was originally filed to report the acquisition by Mr. Ficeto of 7,200,000 shares of common stock from an existing stockholder. Amendment No. 1 was filed to report a change in the percentage ownership set forth in Item 5. This Amendment No. 2 is being filed pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, to report a purchase by Mr. Ficeto of 2,500,000 Units from GPN Network, Inc. Each Unit consisted of two shares of Common Stock and one Warrant and the Common Stock and Warrants were immediately detachable. As a result of the purchase of the Units, Mr. Ficeto acquired an additional 5,000,000 shares of Common Stock and a Warrant to purchase 2,500,000 shares of Common Stock. ITEM 1. SECURITY AND ISSUER. Common Stock, par value $0.001 of GPN Network, Inc., a Delaware corporation ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Todd Ficeto (b) Business Address: c/o VMR Capital Markets U.S., 1901 Avenue of the Stars, Los Angeles, CA 90067 (c) Principal Occupation: Investment Banking (d) During the last five years, Mr. Ficeto has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Ficeto has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a s a result of such proceeding been subject to a judgment, decree or final order enjoying future violations of, or prohibiting of mandating activities subject to, federal or state securities law or finding any violation with respect to such law. (f) Citizenship: United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 27, 2001, Mr. Ficeto purchased 7,200,000 shares of Common Stock from a stockholder using personal funds in the total amount of $275,000.00. On January 2, 2002, Mr. Ficeto purchased from GPN Network, Inc. 2,500,000 Units, each Unit consisting of two shares of Common Stock and one Warrant, using personal funds in the total amount of $150,000.00. ITEM 4. PURPOSE OF THE TRANSACTION. On July 27, 2001, Mr. Ficeto purchased 7,200,000 outstanding shares from an existing security holder. Mr. Ficeto was appointed as the Registrant's Chief Executive Officer, President, Chief Financial Officer, Secretary and as a member of its Board of Directors. On January 2, 2002, Mr. Ficeto made an investment in GPN Network, Inc. and purchased 2,500,000 Units, each Unit consisting of two shares of Common Stock and one Warrant, which resulted in the issuance of an additional 5,000,000 shares of Common Stock by GPN Network, Inc. and Warrant to purchase 2,500,000 shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Ficeto beneficially owns, and has the sole power to vote and the sole power to dispose of, an aggregate of 14,700,000 shares of Common Stock of GPN Network, Inc., which includes 2,500,000 shares of Common Stock underlying a Warrant, and which represents 79.4% of the outstanding shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. a) Stock Purchase Agreement dated July 27, 2001 by and between Todd Ficeto and The Berman Family Trust. b) In connection with the purchase of the 2,500,000 Units, Mr. Ficeto and GPN Network, Inc. entered into an Investors Rights Agreement with respect to the registration of the shares of common stock purchased on January 2, 2002. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Stock Purchase Agreement dated July 27, 2001 by and between Todd Ficeto and The Berman Family Trust. CUSIP NO. 382685105 Page 4 of 5 Pages ----------- ----- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DATED: January 8, 2002 By: /s/ Todd Ficeto --------------------------------- Name: Todd Ficeto CUSIP NO. 382685105 Page 5 of 5 Pages ----------- ----- Item 7. Exhibits - ------- -------- Stock Purchase Agreement dated July 27, 2001 by and between Todd Ficeto and The Berman Family Trust. (Previously filed) -----END PRIVACY-ENHANCED MESSAGE-----