SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GPN NETWORK, INC.
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(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
382685105
(CUSIP Number)
Thomas J. Poletti, Esq.
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c/o Kirkpatrick & Lockhart LLP
10100 Santa Monica Blvd, 7th Floor, Los Angeles, CA 90067
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(310) 552-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2003
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(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) / /
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3 SEC USE ONLY
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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
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Name: John M. Alderson