UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   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  September  30,2001
          -------------------------------------------------------

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


Commission  file  number:  333-412162


                                VHS NETWORK, INC.
        (Exact name of small business issuer as specified in its charter)

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

                               301-5170 DIXIE ROAD
                      MISSISSAUGA, ONTARIO, CANADA L4W 1E3
                                 (905) 238-9398
                    (Address of principal executive offices)



                      APPLICABLE 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: September 21, 2001,   19,560, 268

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.




                                   ------

                                VHS NETWORK, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS


             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001,
                      AND THE YEAR ENDED DECEMBER 31, 2000




                                 C O N T E N T S
                                 ---------------



 Consolidated  Balance  Sheets                       2

 Consolidated  Statements  of  Operations            3-4

 Consolidated  Statements of Shareholders' Equity    5

 Consolidated Statements of  Cash  Flows             6-7

 Notes  to  Financial  Statements                    8-18


<PAGE>

                                VHS NETWORK, INC.
                           CONSOLIDATED BALANCE SHEETS
                  AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
<TABLE>
<CAPTION>


                                                             September 30,           December 31,
                                                                 2001                  2000
                                                         --------------------  --------------------
                                                                (unaudited)
ASSETS
<S>                                                                  <C>               <C>
   Current Assets
     Cash                                                $             6,846   $            25,205
     Restricted Cash                                                       -                     -
     Inventory                                                        88,458               111,999
                                                         --------------------  --------------------

       Total current assets                                           95,304               137,204

   Property and Equipment
     Furniture and Equipment                                          18,940                18,940
     Accumulated Depreciation                                         (6,626)               (1,892)
                                                         --------------------  --------------------

       Total property and equipment                                   12,314                17,048

   Intangible assets, net                                             12,330                18,330

   Other Assets
     Other receivables                                                 2,180                   761
     Prepaids and deposits                                            67,774                67,774
                                                         --------------------  --------------------

       Total other assets                                             69,954                68,535
                                                         --------------------  --------------------

           Total assets                                  $           189,902   $           241,117
                                                         ====================  ====================

 LIABILITIES
   Current Liabilities
     Accounts payable                                    $            69,922   $            60,650
                                                         --------------------  --------------------

       Total current liabilities                                      69,922                60,650

   Long Term Liabilities
     Management fees payable, related party                          317,257               150,000
     Advances from related party                                      23,929                     -
     Notes payable, related party                                    182,027               182,027
     Reserve for loss contingencies                                  350,000               350,000
                                                         --------------------  --------------------

       Total long term liabilities                                   873,213               682,027
                                                         --------------------  --------------------

         Total liabilities                                           943,135               742,677
                                                         --------------------  --------------------

 SHAREHOLDERS' EQUITY
   Common stock: 100,000,000 shares authorized;
     19,560,268 and 19,560,268 issued and outstanding,
     respectively                                                     19,559                19,559
   Preferred stock: 25,000,000 shares authorized;
     none issued or outstanding                                            -                     -
   Additional paid-in-capital                                      3,544,408             3,544,408
   Accumulated deficit                                            (4,317,200)           (4,065,527)
                                                         --------------------  --------------------

         Total shareholders' equity                                 (753,233)             (501,560)
                                                         --------------------  --------------------

           Total liabilities and shareholders' equity    $           189,902   $           241,117
                                                         ====================  ====================


   The accompanying notes are an integral part of these financial statements.
                                      -2-
</TABLE>
<PAGE>





                                VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001
<TABLE>
<CAPTION>

                                                                                   THREE MONTHS            NINE MONTHS
                                                                                      ENDED                   ENDED
                                                                                  SEPTEMBER 30,            SEPTEMBER 30,
                                                                                      2001                     2001
                                                                                      ----                     ----
                                                                                    (UNAUDITED)            (UNAUDITED)
INCOME:
<S>                                                                          <C>                        <C>
   Sales                                                                     $                 36,212   $           246,311
   Cost of goods sold                                                                         (21,717)             (214,389)
                                                                             -------------------------  --------------------

       Gross margin                                                                            14,495                31,922
                                                                             -------------------------  --------------------

 OPERATING EXPENSES:
   Agency fees                                                                                  3,042                 7,712
   Consulting fees                                                                              1,449                 5,310
   General and administrative                                                                    (549)                6,577
   Management fees                                                                                  -               150,000
   Professional fees                                                                           23,991                55,145
   Office expense-China                                                                         4,500                14,595
   Depreciation and amortization expense                                                        3,578                10,734
   Inventory allowance                                                                         30,000                30,000
   Other                                                                                          174                   536
                                                                             -------------------------  --------------------

       Total operating expenses                                                                66,185               280,609
                                                                             -------------------------  --------------------

 OTHER (INCOME) AND EXPENSES:
   Currency exchange loss                                                                           -                 2,986
                                                                             -------------------------  --------------------

       Total other (income) and expense                                                             -                 2,986
                                                                             -------------------------  --------------------

         Net loss before taxes                                                                (51,690)             (251,673)
                                                                             -------------------------  --------------------

         Income taxes                                                                               -                     -
                                                                             -------------------------  --------------------

         Net loss                                                                           (51,690)   $          (251,673)
                                                                             =========================  ====================

 Net loss per common share - Basic                                                            (0.003)  $            (0.013)
                                                                             =========================  ====================

 Weighted average number of
    common shares - Basic                                                                  19,560,268            19,560,268
                                                                             =========================  ====================

 Net loss per common share - Diluted                                                          (0.003)  $            (0.013)
                                                                             =========================  ====================

 Weighted average number of
   common shares - Diluted                                                                 19,560,268            19,560,268
                                                                             =========================  ====================




 The accompanying notes are an integral part of these financial statements.
                                      -3-

</TABLE>
<PAGE>

                                VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001

<TABLE>
<CAPTION>

                                                                THREE MONTHS                NINE MONTHS
                                                                    ENDED                     ENDED
                                                                SEPTEMBER 30,              SEPTEMBER 30,
                                                                    2000                      2000
                                                                    ----                      ----
                                                                 (UNAUDITED)                (UNAUDITED)
<S>                                                                    <C>                      <C>

Income
   Sales                                                     $                      -   $                 -
   Cost of goods sold                                                               -                     -
                                                             -------------------------  --------------------

   Gross margin                                                                     -                     -
                                                             -------------------------  --------------------

 OPERATING EXPENSES:
      Agency fees                                                               2,861                45,390
      Consulting fees                                                          12,815                36,501
      General and administrative                                                  725                32,654
      Management fees                                                          75,000               220,000
      Professional fees                                                        10,876                87,577
      Office expense-China                                                     10,380                39,017
      Depreciation and amortization expense                                     2,474                 5,088
      Non recurring expense                                                         -               216,515
                                                             -------------------------  --------------------

         Total operating expenses                                             115,131               682,742
                                                             -------------------------  --------------------

 OTHER (INCOME) AND EXPENSES:
      Currency exchange (gain) loss                                             1,090                   935
      Interest (income)                                                        (7,724)               (9,516)
      Interest expense                                                            287                   505
                                                             -------------------------  --------------------

         Total other (income) and expense                                      (6,347)               (8,076)
                                                             -------------------------  --------------------

                    Net loss before taxes                                     (108,784)             (674,666)
                                                             -------------------------  --------------------

                    Income taxes                                                     -                     -
                                                             -------------------------  --------------------

                    Net loss                                                 (108,784)    $        (674,666)
                                                             =========================  ====================

 Net loss per common share - Basic                                            (0.006)     $          (0.041)
                                                             =========================  ====================

 Weighted average number of
    common shares - Basic                                                 19,438,747              16,526,242
                                                             =========================  ====================

 Net loss per common share - Diluted                                          (0.006)     $          (0.041)
                                                             =========================  ====================

 Weighted average number of
                                                                           19,438,747            16,526,242
                                                             =========================  ====================


</TABLE>

    The accompanying notes are an integral part of these financial statements.

                                      - 4 -



<PAGE>


                                VHS NETWORK, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND THE YEAR ENDED
                                DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                            Preferred
                                        Common Stock          Stock
                                     -------------------  --------------
                                                                            Additional       Accumulated
                                       Shares     Amount  Shares  Amount  paid-in-capital       Deficit       Total
                                     ----------  -------  ------  ------  ---------------    -----------   ------------
<S>                                     <C>          <C>     <C>     <C>     <C>                  <C>          <C>
 Balance December 31, 1999           10,929,435  $ 10,929       -  $    -  $  1,231,170     $ (3,203,028)  $ (1,960,929)
                                     ----------  --------  ------  ------  -------------

 Sale of common stock                 2,633,333     2,633       -       -     1,057,367                -      1,060,000

 Conversion of note
   payables, related party            2,500,000     2,500       -       -       863,368                -        865,868

 Common stock issued for services        57,500        57       -       -        25,693                -         25,750

 Common stock issued for expenses        25,000        25       -       -        22,725                -         22,750

 Acquisition of China e-mall Corp.    2,100,000     2,100       -       -        21,900                -         24,000

 Acquisition of Exodus
   Acquisition Corp.                    500,000       500       -       -       124,500                -        125,000

 Conversion of debt into common stock    10,000        10       -       -        21,990                -         22,000

 Exercise of warrants                   250,000       250       -       -       104,750                -        105,000

 Conversion of wages payable to officers
      into common stock                 555,000       555       -       -        70,945                -         71,500

 Net loss for the period                      -         -       -       -             -         (862,499)      (862,499)
                                     ----------   -------  ------  ------  ---------------    -----------   ------------


 BALANCE DECEMBER 31, 2000           19,560,268   19,559       -        -        3,544,408    (4,065,527)      (501,560)
                                     ----------   -------  ------  ------  ---------------    -----------   ------------


 Net loss for the period                      -        -       -        -                -       (85,255)       (85,255)
                                     ----------   -------  ------  ------  ---------------    -----------   ------------

 BALANCE MARCH 31, 2001              19,560,26    19,559       -        -        3,544,408    (4,150,782)      (586,815)
                                     ----------   -------  ------  ------  ---------------    -----------   ------------


 Net loss for the period                     -         -       -        -                -      (114,728)      (114,728)
                                     ----------   -------  ------  ------  ---------------     -----------   ------------

 BALANCE JUNE 30, 2001              19,560,268  $ 19,559       -  $     -  $     3,544,408    $(4,265,510)    $(701,543)
                                     ----------   -------  ------  ------  ---------------     -----------   ------------

 Net loss for the period                     -         -       -        -                -        (51,690)      (51,690)
                                     ----------   -------  ------  ------  ---------------     -----------   ------------

 BALANCE SEPTEMBER 30, 2001          19,560,268  $ 19,559       -  $    -  $     3,544,408    $(4,317,200)   $(753,233)
                                     ----------   -------  ------  ------  ---------------     -----------   ------------

</TABLE>


 The accompanying notes are an integral part of these financial statements.
                                      -5-
<PAGE>

                                 VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000, AND THE YEAR ENDED
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                  NINE MONTHS             NINE MONTHS
                                                                     ENDED                   ENDED
                                                                 SEPTEMBER 30,            SEPTEMBER 30,
                                                                      2001                    2000
                                                            ------------------------  --------------------
<S>                                                                      <C>                       <C>
   Net income (loss)                                        $              (251,673)  $          (674,666)
   Adjustments to reconcile net income (loss) to net cash
     provided by (used for) operating activities:
     Issuance of common stock for services                                        -                25,750
     Issuance of common stock for expenses                                        -                     -
     Acquisition of Exodus Corporation                                            -               125,000
     Inventory valuation allowance                                           30,000                     -
     Amortization of intangible assets                                        6,000                 3,669
     Depreciation                                                             4,734                 1,419
                                                            ------------------------  --------------------


 Cash flow from operating activities:
   Changes in assets and liabilities
     Receivables                                            $                (1,419)  $           (11,717)
     Inventory                                                               (6,459)                    -
     Accounts payable                                                         9,272               (12,951)
     Accrued expenses                                                             -               (37,000)
                                                            ------------------------  --------------------

       CASH FLOW USED IN OPERATING ACTIVITIES               $              (209,545)  $          (580,496)
                                                            ------------------------  --------------------

 Cash flow from investing activities:
   Purchase of furniture and equipment                                           -   $           (18,940)
                                                            ------------------------  --------------------

       NET CASH USED IN INVESTING ACTIVITIES                                     -   $           (18,940)
                                                            ------------------------  --------------------


 Cash flow from financing activities:
   Management fees payable, related party                   $               150,000   $           150,000
   Borrowings under notes payable, related party                                  -                70,000
   Payments on notes payable, related party                                       -              (320,973)
   Advances from related party                                               78,557                     -
   Payments on advances from related party                                  (37,371)                    -
   Restricted cash                                                                -              (400,000)
   Proceeds from exercise of warrants                                             -               105,000
   Proceeds from sale of stock                                                    -             1,060,000
                                                            ------------------------  --------------------

       NET CASH GENERATED BY FINANCING ACTIVITIES           $               191,186   $           664,027
                                                            ------------------------  --------------------

       (Decrease) Increase in cash and cash equivalents                     (18,359)               64,591

       Balance at beginning of year                                          25,205                   533
                                                            ------------------------  --------------------

       Balance at end of year                               $                 6,846   $            65,124
                                                            ========================  ====================

</TABLE>

 The accompanying notes are an integral part of these financial statements.
                                      -6-

<PAGE>

                            VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000, AND THE YEAR ENDED
                          DECEMBER 31, 2000 (CONTINUED)

<TABLE>
<CAPTION>


 SUPPLEMENTARY  DISCLOSURE:

<S>                                                                        <C>                     <C>
   Cash paid for interest                                        $                   -   $                505
                                                                -----------------------  ----------------------

   Cash paid for taxes                                                               -                      -
                                                                -----------------------  ----------------------

   Common Stock issued for compensation                                              -  $               71,500
                                                                -----------------------  ----------------------

   Conversion of debt into common stock                                              -  $               22,000
                                                                -----------------------  ----------------------

   Common stock issued for acquisitions                                              -  $              149,000
                                                                -----------------------  ----------------------

   Conversion of notes payable related party into common stock                       -  $              865,868
                                                                -----------------------  ----------------------

   Common stock issued for services and expenses                                     -  $               25,750
                                                                -----------------------  ----------------------

</TABLE>


 The accompanying notes are an integral part of these financial statements.
                                      -7-
<PAGE>

                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


1.     NATURE  OF  OPERATIONS

Company  History
----------------

VHS  Network,  Inc.  (the  "Company" or "VHSN") 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  that offered a wide range of products and
services  to  consumers  through  the  medium  of  videotape.  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  step  completed  the  forward
triangular  merger  between  Video Home Shopping, Inc., Ronden Acquisition, 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  Acquisition,  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 Acquisition, Inc. a Florida company,
and  VHS  Network  Inc., a Manitoba and Canadian controlled private corporation.

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


Operations
----------

The  Company  is  continuing  to  reposition itself to identify technologies and
market  opportunities  in  the  United States, Canada and abroad in Internet and
electronic  commerce  interactive  media,  and SmartCARD loyalty marketing.  The
Company  will  operate  and/or  develop  two  lines  of  business  as  follows:

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


1.     NATURE  OF  OPERATIONS  (CONTINUED)

Operations  (continued)
-----------------------

China eMall Corporation ("China eMall"):  Through its acquired subsidiary, China
eMall Corporation, an Ontario, Canada corporation, the Company provides Internet
marketing  and  information  services  to  facilitate  trade between Chinese and
western businesses.  The Company's primary focus will be to establish an on-line
presence  to  facilitate  the  export  of  Chinese  products.  Through  its
multi-functional  portal, Chinese suppliers can post their products and services
in  a  format that is easy for searching, quoting and tracking, and that gives a
western  buyer  access to multiple suppliers for the best quality and price, and
direct  communication.  Realizing  the  difference  in  business  culture  and
financial  systems,  China eMall will allocate a substantial amount of resources
in  assisting  in  the  communications,  export/import  processing,  financial
transaction  and  product  services.  China  eMall's  business  will make use of
Internet  technology  to  speed  up  the  export  process  and broaden the sales
channels  for  Chinese goods and services, and more importantly, bring customers
into  direct  contact  with  Chinese  producers who can constantly upgrade their
products to meet customers' needs.  China eMall has an agreement with Wangfujing
Department  Store Ltd., a large Chinese retailer, as its prime product supplier.

SmartCARD:  The  Company  is developing computer chip-based plastic access cards
that  utilize proprietary SmartCARD technology, which is licensed from Groupmark
Canada  Limited,  a related party.  This technology enables the cards to be used
for  identification  purposes and as debit or charge cards.  The Company intends
to  focus its marketing efforts on companies that wish to distribute these cards
to their customers as a reward for their loyalty.  Groupmark Canada Limited owns
the  registered trademark "SmartCARD" in Canada and has a pending application in
the  United  States.  Groupmark  Canada has granted the Company a license to use
the  trademark "SmartCARD."  Pursuant to the terms of the license agreement, the
Company will pay to Groupmark a royalty of 5% of net sales of products using the
SmartCARD  trademark  and  technology.



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.


Principles  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.


<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Principles  of  Consolidation  (continued)
------------------------------------------

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, 2001 and December 31,
2000  were  $6,846  and  $25,205,  respectively.


Inventories
-----------

Inventories  are  stated  at  the  lower of cost (first in, first out method) or
market.


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 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 the various assets, which range from three to
seven  years.  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  charged  to  expense  as  incurred.

Depreciation  expense for the three-month and nine month period ending September
30, 2001 was $1,578 and 4,734, respectively, and for the year ended December 31,
2000  was  $1,892.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

In  March 2000, the FASB released Interpretation No. 44, "Accounting for Certain
Transactions  Involving  Stock  Compensation."  This  Interpretation  addresses
certain  practice  issues  related to APB Opinion No. 25. The provisions of this
Interpretation  are effective July 1, 2000, and except for specific transactions
noted in paragraphs 94-96 of this Interpretation, shall be applied prospectively
to new awards, exchanges of awards in business combinations, modifications to an
outstanding  award,  and exchanges in grantee status that occur on or after that
date. Certain events and practices covered in this Interpretation have different
application  dates, and events that occur after an application date but prior to
July  1,  2000, shall be recognized only on a prospective basis. Accordingly, no
adjustment  shall  be  made  upon  initial  application of the Interpretation to
financial  statements  for periods prior to July 1, 2000. Thus, any compensation
cost measured upon initial application of this Interpretation that is attributed
to  periods  prior to July 1, 2000 shall not be recognized. The adoption of this
interpretation  had  no  impact.

Income  Taxes
-------------

The  Company  accounts  for  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  taxes  related  to  differences  between  the  basis  of  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.


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.  Foreign
currency  translation  gains  and losses were de minimis during the three months
ended  September  30,  2001.


Revenue
-------

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

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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 full 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  futures
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 nine-month periods ended September 30, 2001 and
2000,  and  the  year  ended  December  31,  2000,  were  de  minimis.


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 issuable through stock options, warrants, and
other convertible securities when the effect would be dilutive.  The Company had
no  dilutive  securities.


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.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Advertising  Costs
------------------

The  Company  expenses advertising costs as they are incurred. Advertising costs
for  the  three-month  and  nine-month period ending June 30, 2001 were $-0- and
$615, respectively, and for the year ending December 31, 2000 were $45,390.  The
Company did not incur any advertising costs during the three-month and six-month
period  ending  June  30,  2000.


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  a  public  business
enterprise  report  financial  and  descriptive information about its 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.


Intangibles
-----------

Intangible  assets are recorded at cost.  Capitalized web-site development costs
associated  with  the  purchase  of China eMall are amortized on a straight-line
basis  over  a  period  of  3  years.


Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging Activities."  SFAS 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.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial Accounting Standards No. 141 ('SFAS 141"), "Business Combinations"
which  supersedes  Accounting Principles Board ("APB") Opinion No. 16, "Business
Combinations."  SFAS 141 requires the purchase method of accounting for business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interests  method.  In  addition,  SFAS  141  establishes  specific
criteria  for  the recognition of intangible assets separately from goodwill and
requires  unallocated  negative goodwill to be written off immediately as an
extraordinary gain.  The provisions of  SFAS  141 are required to be adopted
July 1, 2001.  The adoption of SFAS 141 will  not change the method of
accounting used in previous business combinations including those the Company
accounted for under the pooling-of-interests method.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Recently  Issued  Accounting  Pronouncements  (continued)
---------------------------------------------------------

In  July  2001, the FASB also issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
for  fiscal  years  beginning after December 15, 2001.  Certain provisions shall
also be applied to acquisitions initiated subsequent to June 30, 2001.  SFAS 142
supercedes  APB  Opinion  No.  17  "Intangible Assets" and requires, among other
things,  the  discontinuance  of amortization related to goodwill and indefinite
lived  intangible  assets.  These  assets  will then be subject to an impairment
test  at  least  annually.  In  addition,  the standard includes provisions upon
adoption  for the reclassification of certain existing recognized intangibles as
goodwill,  reassessment  of  the useful lives of existing recognized intangibles
and reclassification of certain intangibles out of previously reported goodwill.

The  Company  will  adopt  SFAS  142  effective January 1, 2002.  Currently, The
Company  does  not  have  any  goodwill  or  indefinite lived intangible assets.

3.     INVENTORIES

On April 29, 1998, the Company acquired approximately 32,000 sets of printed art
reproductions.  Each  set  consists  of four full-color prints from "The Andover
Series"  by  artist  Jim Perleberg.  Each image has a title narrative printed in
the margin and is re-signed, in the plate, by the artist.  The management of the
Company  has  evaluated  the  market value of the prints and determined that the
market  value of the prints is not below their acquisition cost.  The prints are
by  a  noted  artist,  and  the  original  Andover  Series  S/N  Limited Edition
lithographs  were  fully  sold.

The  Company  acquired  these sets of prints in exchange for 1,399,992 shares of
its  common stock valued at $139,999.  The Company will be offering these prints
for  sale  through  its  own  web  site  and  other  Internet  web  sites.


The  Company  has recorded an additional reserve of $30,000 to reflect estimated
fair  value  of  the  printed  art  reproductions.

Inventory  also  consists  of  accessories  for cell phones.  The value of these
items  at  September  30,  2001  was  $6,458.


4.     INCOME  TAXES

No  provision  for  federal and state taxes has been recorded for the three- and
nine-month  periods  ended  September  30,  2001  and  2000,  and the year ended
December  31,  2000,  since  the Company incurred net operating losses for these
periods.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


5.     RELATED  PARTY  TRANSACTIONS

Groupmark  Canada  Limited
--------------------------

In  1997, the Company entered into a management service agreement with Groupmark
Canada  Limited ("Groupmark"), of which the Chairman and Chief Executive Officer
of  the  Company  is  the  sole  shareholder.  Under  this  agreement, Groupmark
provides  the  Company all management, daily administrative functions, financial
and  business advisory services.  Groupmark was also contracted to assist in the
technological  development of the "SmartCARD."  Contractually, charges for these
services  are  not  to  exceed $56,000 per month.  For the three and nine months
ending  September  30,  2001,  the  Company incurred management fees of $-0- and
150,000,  respectively.  For  the  three and nine months period ending September
30,  2000,  the  Company  incurred  $75,000  and  $220,000,  respectively.

Amounts  due  Groupmark  pursuant to this management service agreement and other
borrowings  as  of  September  30,  2001  and December 31, 2000 are $523,213 and
$332,027,  respectively.  Groupmark  has  the option to accept payment by way of
the  Company's  common  stock at fair market value in lieu of cash.  The Company
made  payments  to  Groupmark  totaling  $37,371  during  the nine months ending
September  30,  2001


Transactions  with  Corporate  Officers  and  Directors
-------------------------------------------------------

Dr.  Gang  Chai,  a member of the Board of Directors and the original founder of
China  e-Mall,  is  a  majority  shareholder  in  McVicar  Minerals Corporation.
McVicar  Minerals  provided  services  to  the  Company  through  a  consulting
agreement.  The Company paid McVicar Minerals Corp. $2,000 and $8,000 during the
three-  and  nine-month  periods  ending  September  30,  2001.

6.     COMMITMENTS  AND  CONTINGENCIES

Legal
-----

The  Company  is not currently aware of any legal proceedings 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
--------------------------------------------------------

In  December  1996,  the  Company  was  merged with Video Home Shopping, Inc., a
Tennessee  corporation.  Subsequent  to  the  merger,  the new management of the
Company  decided  not  to  continue  with  the business operations of Video Home
Shopping,  Inc.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


6.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Video  Home  Shopping,  Inc.,  a  Tennessee  Corporation  (continued)
---------------------------------------------------------------------

The  Company  has  recorded  a  $350,000  liability for loss contingencies. This
reserve  was  established because of a potential liability of the Company to the
Internal  Revenue  Service  (IRS). Management discovered from reviewing the 1996
financial  statements of Video Home Shopping Inc., a predecessor to the Company,
of  the  nature  of  this liability. The footnotes to those financial statements
stated  the  following:

"The  Company  has  outstanding  payroll taxes totaling $ 206,385 as of July 31,
1996.  The outstanding balance consists of Federal Withholdings, Social Security
and  Medicare  taxes  and Unemployment taxes for the quarters ended December 31,
1995,  March  31,  1996  and  June  30, 1996.  The Company also did not make the
necessary  payroll  tax deposits for the month ending July 31, 1996.  Management
believes  the Company will be able to file and remit the outstanding payroll tax
returns  during  the  current  period.  As the Internal Revenue Service assesses
substantial  civil  penalties  and  interest  for  the failure to file and remit
payroll  related  taxes,  the  total  amount  due could increase significantly "

Management  believes  that  these Federal Withholding taxes, Social Security and
Medicare  taxes,  employer's  taxes,  and  other payroll taxes may not have been
remitted  to  date;  however,  the  Company has not been able to confirm whether
payment  was  made.

Furthermore, in March 2000, the Company learned of an IRS investigation relating
to  the  affairs  of a former principal of Video Home Shopping Inc.  The Company
learned  of  this  investigation  from  its  transfer  agent,  and  has not been
contacted by the IRS.  Management of the Company has, however, 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 these unpaid Federal Withholding taxes,
Social  Security  and Medicare taxes, employer's taxes, and other payroll taxes.

While  management  views that any liability in this regard is the responsibility
of  the former principal of Video Home Shopping, Inc. and is not necessarily the
liability  of the Company, 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.
Management  is  currently in process of determining the course of further action
regarding  this  potential  liability.  As  of November 6, 2001, the IRS has not
notified  Management regarding the status of the investigation. Management is in
the  process  of  achieving  resolution  regarding  this  matter.

Going  Concern  Uncertainties
-----------------------------

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However,  the Company has experienced recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or  raise  additional  equity  financing.


<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

6.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Going  Concern  Uncertainties  (continued)
------------------------------------------

In view of these matters, management believes that actions presently being taken
to  expand  the  Company's  operations  and to continue its web-site development
activity  provide  the  opportunity  for the Company to return to profitability.
The  continued  focus  on  strategic  technological investments will improve the
Company's  cash  flow, profitability, and ability to raise additional capital so
that  it  can  meet  its  strategic  objectives.

Management  is  currently  in  the  process  of  negotiating  additional  equity
financing with potential investors.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



7.     INTANGIBLE  ASSETS

Intangible  assets  at  September  30,  2001  consist  of  the  following:

Domain  name                         $     24,000
Less:  Accumulated  amortization          (11,670)
                                     -------------
                                     $     12,330
                                     =============

Amortization  expense  for  the  three  and nine months ended September, 2001was
$2,000  and  $6,000,  respectively.  Amortization  expense for the three and six
months  ended  June  2000  was  $1,670  and  $0,  respectively.

8.     REGISTRATIONS  STATEMENT

The  Securities  and  Exchange  Commission issued a no further comment letter on
February  14,  2001,  and  the  Company's Registration Statement, Form SB-2, was
deemed  effective  as  of  that  date.  This  Registration Statement, Form SB-2,
pertains to the sale of 6,830,812 shares of its common stock, of which 3,755,828
shares  are  issued  and  outstanding,  and  3,074,984  shares are issuable upon
exercise of options and other conversion privileges to acquire common stock. The
shares  were  issued, or are issuable upon conversion or exercise of securities,
which  were  issued,  by  the  Company  in  private  placement  transactions.

The Company will not receive any proceeds upon the sale of shares by the Selling
Securityholders.  However, this registration statement relates to the sale of up
to  299,230 shares of the Company's common stock that may be issued in the event
of  the exercise of outstanding options held by Selling Securityholders.  If all
such  options  were  exercised,  the Company would receive proceeds of $104,730.

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

9.     MAJOR  CUSTOMER

All  of the revenue for the three and nine months ending September 30, 2001 were
primarily  from  one  customer.



10.     PLAN  OF  REORGANIZATION

On May 6, 2001, the Company entered into an agreement and plan of reorganization
(the  "Agreement")  with  Branson  Holdings, Inc. ("Branson") to acquire all the
issued  and  outstanding shares of Branson.  The Agreement provides that all the
shareholders  of  Branson shall exchange all of the outstanding shares of common
stock  of  Branson,  constituting  a  total  of  10,072  shares,  for a total of
10,072,000  common  shares  of  VHSN  and  Branson shall thereafter operate as a
wholly-owned  subsidiary of VHSN.  One of the conditions precedent to closing is
that  the  board  of  directors  of  VHSN,  must  prior  to  the issuance of the
10,072,000  common shares, authorize and effect a reverse stock split of 20 to 1
of  the  Company's total issued and outstanding shares to bring the total issued
and  outstanding shares of VHSN equal to 978,013 from 19,560,268.  On completion
of  the transaction and after giving effect to the issuance of 10,072,000, there
would  be  11,050,013  common shares of VHSN outstanding on a non-diluted basis.

The  Agreement further provides that, on closing, the board of directors of VHSN
will  be  reduced  to 3, and 2 nominees of Branson will be added to make a total
number  of  directors  of  5.

The  Management of the Company is continuing to negotiate with Branson regarding
this  agreement, including the potential of a 20-for-1 reverse stock split.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  these  negotiations.


<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.

VHSN's  (the  "Corporation"  or "we" or "our") goals and objectives are centered
on  the  ability to identify technologies and market opportunities in the United
States,  Canada  and  abroad  in  internet  and interactive media e-commerce and
smartCARD  loyalty  marketing.

To  achieve  its  goals,  VHSN is developing its supplier base and its web site,
www.china-emall.com  so  that  it will be in a position to attract purchasers of
its  products  and  develop  its revenues.  It is at the same time investigating
companies  from  which  it  can  acquire  technology  with  proven  financial
performance,  where  joint  ventures  or  acquisitions  may  also  be  possible.

Results  of  Operations

Results  for  three  months  ended  September  30,  2001.

During  the three months ended September 30, 2001, we had sales in North America
of  finished  goods,  which were sourced primarily from China. We also developed
sales  of  finished  goods  which  were  sourced  in  North  America.

For the three months ended September 30, 2001 we had revenues of $36,212 and for
the nine months ended September 30, 2001 we reported revenues of $246,311 with a
gross  margin  on  sales  of  $31,922.  We  anticipate  that  this  margin  of
approximately  13%  will  increase  substantially  to approximately 25% as sales
volume  increases.

Operating  expenses  for  the three months ended September 30, 2001 were $66,185
compared  to  operating expense of $115,131 for the three months ended September
30,  2000.  This  decrease  in operating expenses is attributed primarily to the
fact  that  we  did  not  incur  additional  management fees to Groupmark Canada
Limited during the three month period ended September 30, 2001, however this was
offset  by  the  fact  that  there  were increased professional fees incurred in
connection  with the filing of a registration statement with the U.S. Securities
and  Exchange  Commission.

Management  and  administrative  functions  of  the  Corporation are provided by
Groupmark  Canada  Limited.  Management and administrative fees totaled $150,000
for  the  nine months ended September 30, 2001.  Amounts due to Groupmark Canada
Limited  as  at  September 30, 2001 were $523,213.  The amount owed to Groupmark
Canada  Limited is comprised of accrued management fees of $317,257, advances of
$23,929  and  notes  payable  of  $182,027.


<PAGE>
Results  for  the  nine  months  ended  September  30,  2001.

For  the nine months ended September 30, 2001, we had revenues of $246,311, most
of  which were attributable to the six month period from January 1, 2001 through
June 30, 2001, while revenues for the nine month period ended September 30, 2000
was  $0.   The  sales  were  primarily  to  one  customer.

Operating expenses for the nine months ended September 30, 2001 were $280,609 as
compared to $682,742 for the nine months ended September 30, 2000. The reduction
in  operating  expenses  is  largely  attributable  to  lower management fees of
$150,000  compared to $220,000 and non-recurring expense of $536 for the current
period  as  compared  to  $216,515  for  the  nine  months  September  30, 2000.
Non-recurring  expenses  in the prior period was related to one-time acquisition
costs.

Liquidity  and  Capital  Resources

Although  revenues  were  considerably higher during the nine month period ended
September  30,  2001,  we  experienced  a  loss  of $251,673 from operations, as
compared  to  $674,666  for the nine month period ended September 30, 2000.  For
the  nine  month  period  ended  September 30, 2001, cash flow used in operating
activities  was  ($209,545),  while  cash  flow used in operating activities was
($580,496)  for  the  nine month period ended September 30, 2000.  A significant
component  of  the cash provided for operations is from advances from Grourpmark
Canada Limited, which totaled, $78,557 for the nine month period ended September
30,  2001,  and  we made payments on these advances totaling $37,371, during the
nine  month period ended September 30, 2001.  We believe the general improvement
in  our  cash  flow and liquidity will continue as we reach our sales targets in
the  future.

We believe that our ability to continue as a going concern is dependent upon our
ability  to  increase  sales and to obtain capital funding as needed to fund our
operations.

Changes  in  Financial  Position

There  has  been  no  issuance  of  stock  during  this  fiscal  period.

Total  assets  decreased  to  $189,902 on September 30, 2001 compared with total
assets  of  $228,265  on  June  30,  2001.  The  decrease  is due primarily to a
reduction  in  market  value  of  inventories  and  a  decrease  in  cash.

Total  liabilities  increased to $943,135 on September 30, 2001 from $929,265 on
June  30,  2001.  The  increase  in total liabilities is due primarily to unpaid
management fees to date and short-term borrowings necessary for the financing of
operations.  Shareholders  equity decreased from ($701,543) to ($753,233) during
the  third  quarter  of  2001.


<PAGE>
Future  Prospects

We  continue  to  focus  on  increasing our operational efficiencies in order to
minimize  our  deficit.

We  believe  that we have made significant progress during the first nine months
of  the  current  fiscal  year.  During  this  period  we negotiated several new
contracts  with new clients for our products and services which should result in
future revenue.  We believe that our future sales forecasts will be in line with
our  budgeted forecasts.  This may allow us to achieve positive cash flow in the
future.

We  believe  that  the general downturn in the economy, along with the events of
September 11, 2001, have resulted in a slowdown of purchases by merchants.  This
is  a  growing  concern  for  all Business-to-Business e-commerce companies.  We
believe, however, that this climate may assist us in the delivery of products on
an  "as needed" basis.  Thus, we believe that we are experiencing an increase in
the volume of traffic to our internet site from potential and existing customers
who  are  reluctant  to  travel  great  distances  to  trade shows or to foreign
exhibits.


<PAGE>

                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings.

None

Item  2.  Changes  in  Securities/Recent  Sales  of  Unregistered  Securities.

None

Item  3.  Defaults  Upon  Senior  Securities.

None

Item  4.  Submission  of  Matters  to  a  vote  of  Security  Holders.

None

Item  5.  Other  Information.

None

Item  6.  Exhibits  and  Reports.

None


                                   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.

                               VHS  NETWORK  INC.
                               (Registrant)

                               /s/Elwin  Cathcart
                               Elwin  Cathcart,  Chief  Executive  Officer
                               (principle  financial  and  accounting
                               officer  and  duly  authorized  signing officer)


Date:  November  9,  2001