UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              DIALEX MINERALS INC.

                                   FORM 10-QSB

(Mark  One)
[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                  For the quarterly period ended June 30, 2004
                                                 -------------

[ ]

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
         transition period from _________________ to _________________

                        Commission file number 000-29827
                                   ----------

                              DIALEX MINERALS INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)


            Florida                                  65-0656668
-------------------------------           ---------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                       Suite 300, 50 Richmond Street East
                            Toronto, Ontario M5C 1N7
                      ------------------------------------
                    (Address of principal executive offices)

                                  416 368-7881
     -----------------------------------------------------------------------
                           (Issuer's telephone number)


                       APPICABLE ONLY TO CORPORATE ISSUERS
     STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE: August 13, 2004- 44,188,816
                           ---------------------------


<PAGE>


           ITEM 1. FINANCIAL STATEMENTS






                              DIALEX MINERALS INC.
                           (Formerly VHS Network, Inc)


                              FINANCIAL STATEMENTS


                            FOR THE SIX MONTH PERIOD
                               ENDED JUNE 30, 2004












                                          CONTENTS
                                          Balance Sheet
                                          Statement of Shareholders' Deficit
                                          Statement of Earnings
                                          Statement of Cash Flows
                                          Notes to Financial Statements



<PAGE>

                              DIALEX MINERALS INC.
                           (Formerly VHS Network Inc.)
                           Consolidated Balance Sheets
                            (prepared by management)


                                                 As at          As at
                                                June 30      December 31
                                                  2004          2003
                                             -----------    -----------
                                              (unaudited)    (year end,
                                                              audited)
Assets

    Property and Equipment                     1,347,197           --
                                             -----------    -----------
                                             $ 1,347,197    $      --
                                             ===========    ===========


Liabilities and shareholders' equity
Liabilities
    Deposits                                      71,429           --
    Accounts Payable and accrued charges         242,596        450,564
                                             -----------    -----------
  Total Current Liabilities                      314,025        450,564
                                             -----------    -----------

Advances from, RelatedParty (note 5)             216,332          8,267
Reserve for Loss Contingencies (note 6)          350,000        350,000
                                             -----------    -----------
  Total Long Term Liabilities                    566,332        358,267
                                             -----------    -----------

  Total Liabilities                              880,357        808,831
                                             -----------    -----------

Shareholders Equity
    Common Stock: $0.001at Par Value
    Authorized: 100,000,000 shares
    Issued and outstanding:
    June 30, 2004 - 44,188,816
    December 31, 2003 - 37,354,268                77,798         37,344
    Preferred Stock:
    Authorized: 25,000,000 shares
    Issued and outstanding: none
      Additional Paid in Capital               4,312,621      3,847,462
    Contributed Surplus                          830,131
      Accumulated Deficit                     (4,753,710)    (4,693,637)
                                             -----------    -----------
Total Shareholders Equity                        466,840       (808,831)
                                             -----------    -----------

Total Liabilities and shareholders' equity   $ 1,347,197    $      --
                                             ===========    ===========



    The accompanying notes are an integral part of these financial statements


                                       1
<PAGE>


<TABLE>
<CAPTION>

                              DIALEX MINERALS INC.
                           (Formerly VHS Network Inc.)
                Consolidated Statements of Shareholders' Deficit
                     For The Six Months Ended June 30, 2004
                            (prepared by management)


                                                                       Additional
                                                Common Stock            Paid-In      Accumulated
                                           Shares        Par Value      Capital       Deficit
                                         -----------    -----------   -----------   -----------

<S>                                       <C>           <C>           <C>           <C>
Deficit - December 31, 2002               37,345,268    $    37,344   $ 3,847,462   $(5,247,353)

Net Loss 3 month period ended Mar.31            --             --            --         (30,600)
Net Loss 3 month period ended June 30           --             --            --         912,127
Net Loss 3 month period ended Sept. 30          --             --            --         (32,950)
Net Loss 3 month period ended Dec. 31           --             --            --        (294,861)
Share consolidation                      (33,610,712)          --            --            --
                                         -----------    -----------   -----------   -----------

Deficit - December 31, 2003                3,734,556    $    37,344   $ 3,847,462   $(4,693,637)
                                         ===========    ===========   ===========   ===========

Acqusition of Condor Diamond              34,000,000         34,000          --         123,010
Issuance of shares for property              450,000            450        42,407          --
Issuance of shares for services            6,004,260          6,004       422,752          --
Net Loss 3 month period ended Mar.31            --             --            --        (121,207)
Net Loss 3 month period ended June 30           --             --            --         (61,876)

Deficit - June 30, 2004                   44,188,816    $    77,798   $ 4,312,621   $(4,753,710)
                                         ===========    ===========   ===========   ===========
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>

                              DIALEX MINERALS INC.
                           (Formerly VHS Network Inc.)
                      Consolidated Statements of Operations
                       For The Three and Six Month Periods
                               Ended June 30, 2004
                            (prepared by management)


                                            For the Three Months ended      For the Six Months ended
                                              June 30         June 30           June 30       June 30
                                               2004            2003             2004          2003
                                           ------------    ------------    ------------    ------------
                                          (unaudited)       (unaudited)      (unaudited)    (unaudited)
<S>                                        <C>             <C>             <C>             <C>
Income:
    Sales                                  $       --      $       --      $       --      $       --
    Cost of Goods Sold                             --              --              --              --
                                           ------------    ------------    ------------    ------------
Gross Margin                                       --              --              --              --

Operating Expenses:
    Agency Fees                                   1,523             600           3,083           1,200
    Consulting Fees                                --              --            17,343            --
    General and Administrative                    7,875            --            20,679            --
    Management Fees                              47,880            --           118,166          30,000
     Professional Fees                            4,598            --            25,969            --
                                           ------------    ------------    ------------    ------------
Total Operating Expenses                         61,876             600         185,240          31,200

                                           ------------    ------------    ------------    ------------
Operating Gain/(Loss)                           (61,876)           (600)       (185,240)        (31,200)

Other (income) and Expenses
    Write down of Notes & Trade Payables       (912,727)       (912,727)
    Exchange (Gain)/Loss                           --              --            (2,157)           --
                                           ------------    ------------    ------------    ------------
Total Other income and expenses                    --          (912,727)         (2,157)       (912,727)

 Net Gain/(Loss) Before Taxes                   (61,876)        912,127        (183,083)        881,527

Income Taxes                                       --              --              --              --

Net Gain/(Loss)                            $    (61,876)   $    912,127    $   (183,083)   $    881,527

Net Gain/(Loss)
Per common share-Basic                     $     (0.001)   $      0.024    $     (0.004)   $      0.024
                                           ============    ============    ============    ============

Weighted Average number
of common shares- Basic                      44,188,816      37,354,268      44,188,816      37,354,268
                                           ============    ============    ============    ============

Net Gain/(Loss) per common
share - diluted                            $     (0.001)   $      0.023    $     (0.004)   $      0.022
                                           ============    ============    ============    ============

Weighted Average number
of common shares  Diluted                    48,188,816      40,354,268      48,188,816      40,354,268
                                           ============    ============    ============    ============
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>


                              DIALEX MINERALS INC.
                           (Formerly VHS Network Inc.)
                      Consolidated Statements of Cashflows
                       For The Three and Six Month Periods
                               Ended June 30, 2004
                            (prepared by management)

                                                                   For the                    For the
                                                              Three Months ended         Six Months ended
                                                             June 30      June 30      June 30      June 30
                                                              2004         2003         2004         2003
                                                            ---------    ---------    ---------    ---------
                                                           (unaudited)  (unaudited)  (unaudited)  (unaudited)

<S>                                                         <C>          <C>          <C>          <C>
Net Income (Loss)                                           $ (61,876)   $ 912,127    $(183,083)   $ 881,527
Adjustments to reconcile net income (loss) to
    net cash provided by (used for) operating activities:
    Reduction in Accounts Payable                              61,876     (115,675)    (207,968)    (115,075)
    Surplus of acquired subsidary                                --           --        123,010         --
    Issuance of shares for services and debt reduction           --           --        428,756         --
    Increase in deposits                                         --           --         71,429         --
    Gain on Exchange                                             --           --          2,157         --
                                                            ---------    ---------    ---------    ---------
Cash Flow used in operating activities:                          --        796,452      234,301      766,452

Cash flow from investing activities
    Investment in mining properities                             --           --       (442,266)        --

                                                            ---------    ---------    ---------    ---------
Net cash used in investing activities                            --           --       (442,266)        --

Cash Flow From Financing Activities:
    Advances from Related Parties                                --       (796,452)     207,965     (766,452)

                                                            ---------    ---------    ---------    ---------
Net Cash Generated by Financing activities                       --       (796,452)     207,965     (766,452)

(decrease) Increase in cash and cash Equivalents                 --           --           --           --
Balance at beginning period                                      --           (116)        --           (116)
                                                            ---------    ---------    ---------    ---------
Balance at end of period                                    $    --      $    (116)   $    --      $    (116)
                                                            =========    =========    =========    =========

Supplimentry Disclosure:
    Conversion of payables into common Stock                                          $ 106,196
    Common stock issued for services and expenses                                     $ 322,560
</TABLE>

                                       4
<PAGE>
                              DIALEX MINERALS INC.
                          (FORMERLY VHS NETWORK, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2004

                                 Company History

Dialex  Minerals Inc. (the "Company" or "Dialex") was  incorporated in the State
of Florida on December 18, 1995,  as Ronden  Vending Corp. On December 24, 1996,
the Company  incorporated a wholly owned subsidiary  called Ronden  Acquisition,
Inc. a Florida corporation. Ronden Acquisition Inc., then merged with Video Home
Shopping, Inc. (a Tennessee corporation),  and Ronden Acquisition, Inc., was the
surviving Florida Corporation.  In 1996, Video Home Shopping, Inc. was a network
marketing  and  distribution  company which offered a wide range of products and
services  to  consumers  through  the medium of video  tape.  After the  merger,
however,  the Company  decided not to continue  with the network  marketing  and
distribution operations of Video Home Shopping, Inc. of Tennessee.

On  January  9,1997,  articles  of  merger  were  filed for the  Company  as the
surviving  corporation  of a merger  between the  Company  and its wholly  owned
subsidiary,  Ronden  Acquisitions,  Inc. This  completed the forward  triangular
merger  between Video Home  Shopping,  Inc.  Ronden  Acquisitions,  Inc. and the
Company.

On January 9, 1997,  articles of amendment  were filed to change the name of the
Company from Ronden  Vending  Corp. to VHS Network,  Inc. On April 9, 1997,  the
Company incorporated VHS Acquisitions, Inc. as a wholly owned subsidiary.

In April  1997,  the  Company  was  restructured  by way of a reverse  take-over
involving its wholly owned subsidiary, VHS Acquisitions, Inc. a Florida company,
and VHS Network, Inc., a Manitoba, Canada controlled private corporation.

On April 12, 2000, the Company acquired all of the outstanding  common shares of
China- eMall  Corporation,  an Ontario private  company.  This represents a 100%
voting interest in China-eMall Corporation.

On December 1, 2001 the Company  acquired all the  outstanding  common shares of
TrueNet Enterprise Inc., an Ontario private company.

On September 22, 2003 the Company  changed its name to Dialex  Minerals Inc. and
completed a reverse  split of its issued and  outstanding  common  shares on the
basis of ten (10) common shares for one (1) new common share.

On February 9, 2004,  the Company  completed  a  transaction  acquiring  all the
outstanding shares of Condor Diamond Corp. an Ontario private company.


1.       OPERATIONS


OPERATIONS
The Company has changed its business to that of mineral exploration. The Company
will also seek joint  ventures and  alliances  with third parties in the natural
resource sector.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

These  consolidated   financial  statements  are  prepared  in  accordance  with
accounting  principles generally accepted in the United States. The following is
a summary of the significant  accounting policies followed in the preparation of
these consolidated financial statements.

                                       5
<PAGE>

Basis of Presentation
These  financial  statements have been prepared in accordance with United States
of America generally accepted accounting principles with the assumption that the
Company will be able to realize its assets and discharge its  liabilities in the
normal course of business.

The Company has  suffered  operating  losses  during the current  year and has a
negative  working  capital and a net capital  deficiency that raises doubt as to
its ability to continue as a going concern.  Management expects that the Company
will be in a position  to obtain  the  working  capital  financing  required  to
support its business  operations.  The Company's  continued existence as a going
concern  is  dependent  upon its  ability  to  attain  and  maintain  profitable
operations and to obtain the necessary financing..

Principals Of Consolidation
The consolidated  financial  statements  include the accounts of the company and
all of its subsidiary  companies.  Intercompany  accounts and transactions  have
been eliminated on consolidation.

These consolidated  financial statements reflect all adjustments,  which are, in
the opinion of management,  necessary for a fair presentation of the results for
the interim periods.

Cash and Cash Equivalents
Cash and cash  equivalents  consist  of cash on hand  and  cash  deposited  with
financial  institutions,  including money market accounts,  and commercial paper
purchased with an original maturity of three months or less.

Concentration of Cash
The company at times  maintains  cash  balances  in accounts  that are not fully
federally insured. Uninsured balances as of September 30,2003 were nil.

Property and Equipment
Property and equipment are stated at cost or, in the case of leased assets under
capital  leases,  at the present value of the future lease payments at inception
of the lease.  Major  improvements  that  materially  extend the useful  life of
property are  capitalized.  Depreciation is calculated on a straight-line  basis
over the estimated  useful lives of various assets.  Leasehold  improvements and
leased assets under capital  leases are amortized  over the life of the asset or
the period of the respective lease using the straight-line method,  whichever is
the shortest. Expenditures for repairs and maintenance are changed to expense as
incurred.

Stock-Based Compensation
The company accounts for its stock-based  compensation  plan based on Accounting
Principles  Board  ("APB")  Opinion  No.  25. In  October  1995,  the  Financial
Accounting  Standards  Board  ("FASB")  issued  SFAS No.  123,  "Accounting  for
Stock-Based Compensation." The Company has determined that it will not change to
the  fair  value  method  and  will  continue  to use  APB  Opinion  No.  25 for
measurement  and  recognition  of any expense  related to  employee  stock based
transactions.

Income Taxes
The  company  accounts  for the  income  taxes in  accordance  with SFAS No. 109
"Accounting for Income Taxes".  Income taxes are provided for the tax effects of
transactions  reported in the consolidated  financial  statements and consist of
deferred tax assets and liabilities for financial and income tax reporting.  The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will be either taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income.

                                       6
<PAGE>

Foreign Currency Translation
Transactions  are translated into the functional  currency at the exchange rates
in effect at the time the transactions occur.  Exchange gains and losses arising
on translation are included in the operating results for the year.

Mineral Exploration Properties
Property  acquisition  costs are  capitalized  until the  property to which they
relate is placed into production,  sold, abandoned or management determines that
there has been impairment in value. As at June 30, 2004,  there has not been any
production at any of the properties.  Exploration  expenditures  are expensed as
incurred.

Revenue
Sales are  recorded  for  products  upon  shipment of product to  customers  and
transfer of title under standard commercial terms.

Comprehensive Income
In 1999, the Company  adopted SFAS No. 130,  "Reporting  Comprehensive  Income."
SFAS  No.  130   establishes   standards  for  reporting  and   presentation  of
comprehensive  income and its components in a fell set of financial  statements.
Comprehensive   income  is  presented   in  the   consolidated   statements   of
shareholders'  equity and comprehensive  income,  and consists of net income and
unrealized gains (losses) on available for sale marketable  securities;  foreign
currency translation adjustments and changes in market value of future contracts
that  qualify  as  a  hedge;  and  negative  equity  adjustments  recognized  in
accordance  with SFAS 87. SFAS No. 130 requires only  additional  disclosures in
the  consolidated  financial  statements  and  does  not  affect  the  Company's
financial  position or results of  operations.  The  elements  of  comprehensive
income for the three-month,  and six-month periods ended June 30, 2004, and 2003
and the year ended December 31, 2003 were minimal.

Income (Loss) Per Common Share
Income  (loss) per common  share is computed on the weighted  average  number of
common or common and common  equivalent  shares  outstanding  during  each year.
Basic Earnings-Per-Share  ("EPS") is computed as net income (loss) applicable to
common  stockholders'  divided by the weighted  average  number of common shares
outstanding  for the period.  Diluted EPS reflects the  potential  dilution that
could occur from common shares issue able through stock options,  warrants,  and
other convertible securities when the effect would be dilutive.

Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
the Company reviews the carrying value of its long-lived assets and identifiable
intangibles for possible  impairment whenever events or changes in circumstances
indicate  the  carrying  amount  of  assets  to be  held  and  used  may  not be
recoverable.

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

Segments of An Enterprise And Related Information
The Company  follows SFAS No. 131  "Disclosures  about Segments of an Enterprise
and Related  Information." SFAS No. 131 requires that public business enterprise
report  financial and descriptive  information  about it's reportable  operating
segments on the basis that is used internally for evaluating segment performance
and deciding  how to allocate  resources  to  segments.  Currently,  the Company
operates in only one segment.

                                       7
<PAGE>

Reclassifications
Certain  amounts in the 2003  financial  statements  have been  reclassified  to
conform to the 2004 presentation

Recently Issued Accounting Pronouncements
In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SAFS No. 133 requires  recognition of all
derivative financial instruments as either assets or liabilities in consolidated
balance  sheets  at  fair  value  and  determines  the  method(s)  of  gain/loss
recognition.  The FASB issued SFAS No. 137,  "Deferral of the Effective  Date of
FASB statement  No.133" in June 1999 to defer the effective date of SFAS No. 133
to fiscal  years  beginning  after  June 15,  2000.  The  Company  does not have
derivative instruments and does not conduct hedging activities.


3.       INCOME TAXES
No  provision  for federal and state taxes has been  recorded  for the six month
period ended June 30, 2004 and 2003,  and the year ended December 31, 2003 since
the Company  incurred net  operating  losses for the periods ended June 30, 2004
and 2003 and the accumulated  deficit for the previous  periods exceeds the gain
for the year ended December 31, 2003.


4.       RELATED PARTY TRANSACTIONS
Advances  from  related  parties in for the six month period ended June 30, 2004
amount to $216,332 and  represent  advances of $171,611  from related  companies
primarily  used for the  acquisition  of  properties  and payables of $44,721 to
shareholders who are currently  officers and/or  directors of the company.  This
compares  with $8,267 after the write off of advances  from related  parties for
the six-month period ended June 30, 2003


5.       COMMITMENTS AND CONTINGENCIES
Legal
The Company is not  currently  aware of any legal  proceeding or claims that the
Company believes will have individually or in the aggregate,  a material adverse
effect on the Company's financial position or results of operations.


Video Home Shopping, Inc., a Tennessee Corporation
The Company  has  recorded a $350,000  liability  for loss  contingencies.  This
reserve was  established as a result of a potential  liability of the Company to
the  Internal  Revenue  Service  (IRS)  as a result  of  actions  by the  former
principal of Video Home Shopping Inc., which has lead to an investigation by the
IRS. The Company has  contacted  the IRS for  information  and has no indication
that the investigation concerns the Company directly. Management,  nevertheless,
believes that said IRS  investigation  may relate,  in part,  to unpaid  Federal
Withholding  taxes Social Security and Medicare  taxes,  employer's  taxes,  and
other  payroll  taxes and out of prudence,  the Company has elected to provide a
reserve of $350,000 to provide for the possibility of such liability to the IRS.

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General
-------
The  information in this section should be read together with the  consolidated,
unaudited, interim financial statements that are included elsewhere in this Form
10-QSB.  These  interim  financial  statements  do not contain  all  disclosures
required under generally  accepted  accounting  principles for annual  financial
statements  and should  therefore  be read in  conjunction  with the most recent
annual financial statements.  The significant accounting policies follow that of
the most recently reported annual financial statements.

Dialex has changed the nature of its business to that of mineral exploration.


Operations
----------

Results For Three and Six Months Ended June 30, 2004
-----------------------------------------------------

For both the three and six months periods ended June 30, 2004 and 2003 we had no
revenues.

Operating  Expenses  for the three  months  ending June 30, 2004 were $61,876 as
compared to $600 for the three months  ended June 30,  2003.  For the six months
ending June 30, 2004.  Operating  Expenses  were $185,240 as compared to $31,200
for the same period ended June 30,  2003.  The  increases in Operating  Expenses
reflect the acquisition and  consolidation  of Condor Diamond Corp.  There was a
gain on foreign exchange currencies of $2,157

Amounts  totalling  $171,611 due to related  companies reflect previous property
acquisitions  financed by related  companies  and bear no interest,  and have no
terms of repayment For the period ended June 30, 2003 amounts totalling $912,727
due to GroupMark Canada Limited and other parties were forgiven and written off.


Liquidity And Capital Resources
-------------------------------
Revenues  for the six month  period ended June 30, 2004 were $NIL as a result of
no mining or production activities on the companies  properties.  The ability of
the  Company to  continue  as a going  concern is  dependent  on its  ability to
generate  sales,  obtain  capital  funding  and seek other  joint  ventures  and
alliances with third parties and commence production.


Changes In Financial Position
-----------------------------
The  acquisition  of Condor  Diamond  Corp.  resulted in an increase in asset to
$1,347,197  during the six month period ended June 30, 2004.  Total  liabilities
increased  to $880,357 on June 30, 2004 from  $808,831 on December  31,2003 as a
result of the  acquisition.  Shareholders'  equity  increased from ($808,831) on
December 31,2002 to ($466,840)  during the first six months of 2004. The Company
has  changed  the  nature of its  business  to that of mineral  exploration  and
management  is  currently  seeking new capital  investment,  joint  ventures and
alliances with third parties.

                                       9
<PAGE>


ITEM 3.  CONTROLS & PROCEEDURES

Evaluation Of Disclosure Controls And Procedures
------------------------------------------------

The Company  maintains a system of controls and  procedures  designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures  included  in  this  report,  as well as to  safeguard  assets  from
unauthorized  use or  disposition.  Within 90 days  prior to the  filing of this
report,  the Company's Chief Executive  Officer and Chief Financial Officer have
reviewed and  evaluated  the  effectiveness  of the design and  operation of the
Company's   disclosure   controls  and   procedures   with  the  assistance  and
participation of other members of management.  Based upon that  evaluation,  the
Company's  Chief Executive  Officer and Chief  Financial  Officer have concluded
that  the  Company's  disclosure  controls  and  procedures  are  effective  for
gathering,  analyzing and disclosing the  information the Company is required to
disclose  in the  reports it files  under the  Securities  Exchange  Act of 1934
within the time periods specified in the SEC's rules and forms.

Changes In Internal Controls
----------------------------

The  company  has not made any  significant  changes  to its  internal  controls
subsequent  to  the  Evaluation   Date.  The  company  has  not  identified  any
significant  deficiencies  or material  weaknesses  or other  factors that could
significantly  affect these  controls,  and  therefore,  no need for  corrective
action to be taken.


                                       10
<PAGE>


                                     PART 11

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.


Dialex Minerals Inc. is a defendant by counterclaim  due to an action  initiated
by its  controlling  shareholder,  Condor  Gold Corp.  on August 19,  2003.  The
defendants  are former  shareholders  and  directors  of Condor  Gold Corp.  The
purpose of Condor's action was to claim damages for  negligence,  defamation and
breach of contract by the defendants. In a statement of defence and counterclaim
filed on or about November 20, 2003, the defendants  joined Dialex Minerals Inc.
as a defendant by counterclaim;  however, the counterclaim itself makes no claim
specifically against Dialex corporately.  In addition, the counter claim has not
been formally served on Dialex. It is management's opinion and that of its legal
counsel that the action is  frivolous,  vexatious and without merit and as such,
management has made no provision for it.


ITEM 2.  CHANGES IN SECURITIES

On  September 5, 2003,  the Company  announced  that it would  conduct a reverse
split of its issued and outstanding  shares on the basis of 10 common shares for
one new common  share.  The Company at that date had  37,345,268  common  shares
issued and  outstanding,  after the reverse  split there were  3,734,526  common
shares  issued  and  outstanding.  On  February  9,  2004,  the  Company  issued
34,000,000  common  shares  for  the  acquisition  of  100%  of the  issued  and
outstanding common shares of Condor Diamond Corp.
On March 3, the Company authorized the issuance of 6,004,426 S-8 shares pursuant
to debt settlement agreements totalling $428,875.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         NONE


ITEM 5.  OTHER INFORMATION

Pursuant to a Share  Purchase  Agreement  dated  September 5, 2003,  Condor Gold
Corp.  acquired  an  aggregate  of  20,452,000  common  shares of VHS from Elwin
Cathcart,  Groupmark  Canada  Ltd.,  Forte  Management  Corp.,  Regional  Hose &
Equipment  Ltd.,  and John  Salowski.  In  exchange,  the  selling  shareholders
received  shares of Condor.  On February  9, 2004,  Condor  acquired  32,455,000
shares of the Company  through its  acquisition of Condor  Diamond Corp.  Condor
Gold  currently  owns and controls a total of  34,500,200 or 78.1% of the issued
and outstanding shares of the Company.

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<PAGE>


ITEM 6.  EXHIBITS AND REPORTS.

Exhibits
--------

2.1*     Agreement  and Plan of  Reorganization  between VHS  Network,  Inc. and
         Exodus Acquisition Corporation, dated May 6, 2000.

3.1*     Articles of Incorporation for VHS Network, Inc.

3.2*     Articles of Merger for VHS Network, Inc.

3.3*     Articles of Amendment for VHS Network, Inc.

3.4*     By-Laws of VHS Network, Inc.

4.1*     Specimen Stock Certificate.

10.1*    Share Exchange  Agreement made April 15, 2000 among VHS Network,  Inc.,
         China eMall  Corporation,  Gang Chai, Qin Lu Chai, Uphill Capital Inc.,
         Charles He, Qing Wang, and Forte Management Corporation.

10.2*    License Agreement  between  Groupmark Canada Limited,  and VHS Network,
         Inc. dated January 1, 2000.

10.3*    Management  Services Agreement between VHS Network,  Inc. and Groupmark
         Canada Limited, dated April 1997.

10.4*    Agreement  and Plan of Merger  dated as of December 26, 1996 made among
         Ronden Vending  Corporation and Ronden  Acquisition,  Inc.,  Video Home
         Shopping, Inc. (A Tennessee Corporation), Progressive Media Group, Inc.
         and Pamela Wilkerson.

10.5*    Agreement  and Plan of Merger  dated as of December  30,  1996  between
         Ronden Vending Corporation and Ronden Acquisition, Inc.

10.6*    Agreement  and Plan of  Reorganization  dated  April 10, 1997 among VHS
         Network, Inc. and VHS Acquisition, Inc. and VHS Network (Canada) Inc.*

10.8**   Form of Acquisition Agreement between the Company and TruNet Enterprise
         Inc.

10.9     Articles of Amendment to Articles of Incorporation of VHS Network, Inc.
         September 5, 2003.

99.1     Certifications  Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
         To Section 906 Of The Sarbanes-Oxley Act Of 2002

* Previously filed as an exhibit to the Company's Registration Statement on Form
SB2 filed with the Commission and incorporated by reference herein.

** Filed as exhibit 10.8 to the Company's  form 10K-SB filed with the Commission
on April 16, 2002 and incorporated by reference herein.


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<PAGE>



Reports On Form 8-K
-------------------

On February 12, 2002,  the Company  filed a Current  Report on Form 8-K with the
Commission disclosing the Company's change of accountants


On July 25,  2003,  the  Company  filed a  Current  Report  on Form 8-K with the
Commission disclosing the Company's change of accountants

On September 22, 2003,  the Company filed a Current  Report on Form 8-K with the
Commission disclosing change in control of registrant.

On February 9, 2004,  the  Company  filed a Current  Report on Form 8-K with the
Commission disclosing the acquisition of Condor Diamond Corp.

On March 18, 2004, the Company filed a  Registration  statement on Form S-8 with
the  Commission  for securities to be offered to employees for the settlement of
debt.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                             DIALEX MINERALS INC.



Date August 16, 2004                         /s/ Alexander G. Stewart
                                             -----------------------------------
                                             (Signature)  Alexander G. Stewart
                                             Chief Executive Officer



Date August 16, 2004                         /s/ L. Kirk Boyd
                                             -----------------------------------
                                            (Signature)  L. Kirk Boyd
                                            Chief Financial Officer




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