-----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, GMyUtIX4vKaX8YDj+Fmr1/4C0ZVb3mv7LAyAAmyGaueuhN17Wg3ZIKnMY57EtytU N+DQTZvCr+QOI3Fzecfurw== 0001185185-03-000124.txt : 20030520 0001185185-03-000124.hdr.sgml : 20030520 20030520153704 ACCESSION NUMBER: 0001185185-03-000124 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALDERSON JOHN M CENTRAL INDEX KEY: 0001233356 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4429 LENNOX AVE CITY: SHERMAN OAKS STATE: CA ZIP: 91423 BUSINESS PHONE: 3102862211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GPN NETWORK INC CENTRAL INDEX KEY: 0000793043 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133301899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40624 FILM NUMBER: 03712431 BUSINESS ADDRESS: STREET 1: 1901 AVENUE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-286-2211 MAIL ADDRESS: STREET 1: 1901 AVENUE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES, STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: GOPUBLICNOW COM INC DATE OF NAME CHANGE: 20000420 FORMER COMPANY: FORMER CONFORMED NAME: DERMARX CORP DATE OF NAME CHANGE: 19950118 FORMER COMPANY: FORMER CONFORMED NAME: INNOTEK INC DATE OF NAME CHANGE: 19930421 SC 13D 1 gpnalderson13d0503.txt GPN 13D (ALDERSON) 05-03 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. __) 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) Thomas J. Poletti, 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) May 12, 2003 ----------------- (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 6 Pages) 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John M. Alderson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / ---------------------- 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 7,528,400 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 7,528,400 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,528,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 31.8% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D RELATING TO THE COMMON STOCK OF GPN NETWORK, INC. 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: John M. Alderson (b) Business Address: 4429 Lennox Avenue, Sherman Oaks, CA 91423 (c) Principal Occupation: Private Investor (d) During the last five years, Mr. Alderson has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Alderson 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. The Registrant's principal stockholder had advanced the Registrant an aggregate of $70,725 to finance the Registrant's working capital needs as of May 12, 2003; said sum had accrued an aggregate of $4,559 in interest. On May 12, 2003, this principal stockholder transferred the right to receive such monies to Mr. Alderson. Concurrently with the transfer, the Registrant issued 7,528,400 shares of its common stock to Mr. Alderson in exchange for the cancellation of this indebtedness. The 7,528,400 shares of Comomon Stock were issued at a price of $0.01 per share in a private offering pursuant to Regulation D of the Securities Act of 1933, as amended. ITEM 4. PURPOSE OF THE TRANSACTION. On May 12, 2003, an aggregate of 7,528,400 shares of the Registrant's Common Stock was sold and issued in a private offering to Mr. Alderson pursuant to Regulation D of the Securities Act of 1933 in exchange for the cancellation of $75,284 of indebtedness. Mr. Alderson does not presently have any plan or proposal which relates to or would result in any of the following: the acquisition or disposition by any person of additional securities of the issuer; an extraordinary corporate transaction involving the issuer or its subsidiaries; a sale or transfer of a material amount of the issuer's or its subsidiaries' assets; any change in the present board of directors or management of the issuer; any material change in the present capitalization or dividend policy of the issuer; any other material change in the issuer's corporate structure; any changes to the issuer's charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Alderson beneficially and directly owns, and has the sole power to vote and the sole power to dispose of, 7,528,400 shares of Common Stock of GPN Network, Inc., which represents 31.8% of the outstanding shares of Common Stock. The percentage is based on 23,681,297 shares of Common Stock outstanding on May 12, 2003. Mr. Alderson has not effected any transactions in the shares of Common Stock during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. 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: May 12, 2003 By: /s/ John M. Alderson ---------------------- Name: John M. Alderson -----END PRIVACY-ENHANCED MESSAGE-----