UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                VHS NETWORK, INC.

                                   FORM 10-QSB/A

(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, 2003
                                  -------------

[ ]      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 of               (IRS Employer Identification No.)
incorporation or organization)

                              305-1400 Dixie Road
                      Mississauga, Ontario, Canada L4W1E3
                      ------------------------------------
                    (Address of principal executive offices)

                                  905-891-1442
    -----------------------------------------------------------------------
                           (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:  June  30,  2003  37,354,268
                                                     ---------------------------


<PAGE>


           ITEM 1. FINANCIAL STATEMENTS






                               VHS Networks, Inc.


                              FINANCIAL STATEMENTS


                        FOR THE THREE & SIX MONTH PERIODS
                               ENDED JUNE 30, 2003












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








                                       2
<PAGE>

                                VHS Network Inc.
                           Consolidated Balance Sheets
                            (prepared by management)


                                                  As at         As at
                                                 June 30     December 31
                                                   2003         2002
                                             ------------    ----------
                                             (unaudited)    (year end,
                                                             audited)

Assets                                       $      --      $      --
                                             ===========    ===========


Liabilities and shareholders' equity
Liabilities
    Bank indebtedness                                116            116
    Accounts Payable and accrued charges         130,904        246,639
                                             -----------    -----------
  Total Current Liabilities                      131,020        246,755
                                             -----------    -----------

Notes Payable, Related Party                        --          182,027
Advances from, Related Party   (note 5)             --          583,765
Reserve for Loss Contingencies (note 6)          350,000        350,000
                                             -----------    -----------
  Total Long Term Liabilities                    350,000      1,115,792
                                             -----------    -----------
  Total Liabilities                              481,020      1,362,547
                                             ===========    ===========

Shareholders Equity
    Common Stock: $0.001at Par Value
    Authorized: 100,000,000 shares
    Issued and outstanding:
    March 31, 2003 - 37,354,268                   37,344           --
    December 31, 2002 - 37,354,268                  --           37,344
    Preferred Stock:
    Authorized: 25,000,000 shares
    Issued and outstanding: none
      Additional Paid in Capital               3,847,462      3,847,462
      Accumulated Deficit                     (4,365,826)    (5,247,353)
                                             -----------    -----------
Total Shareholders Equity                       (481,020)    (1,362,547)
                                             -----------    -----------

Total Liabilities and shareholders' equity   $      --      $      --
                                             ===========    ===========


    The accompanying notes are an integral part of these financial statements



                                       3
<PAGE>


<TABLE>
<CAPTION>

                                VHS Network Inc.
                Consolidated Statements of Shareholders' Deficit
                     For The Six Months Ended June 30, 2003
                            (prepared by management)


                                                                    Additional
                                                    Common Stock     Paid-In     Accumulated
                                          Shares      Par Value      Capital       Deficit
                                        ----------------------------------------------------
<S>                                     <C>          <C>           <C>           <C>
Deficit - December 31, 2001             22,785,268   $    22,784   $ 3,637,208   $(4,544,521)

Payment of director fees                 1,250,000         1,250        46,750          --
Payment of consulting services           1,295,000         1,295        51,504          --
Acquisition of China eMall
  Class "B" shares                       4,015,000         4,015          --            --
Partial settlement of GroupMark debt     8,000,000         8,000       112,000
Net gain/(loss) for the year                 --             --            --        (702,832)
                                       -----------   -----------   -----------   -----------

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

Net gain for the six-month period             --            --            --         881,527
                                       -----------   -----------   -----------   -----------

Deficit - March 31, 2003                37,345,268   $    37,344   $ 3,847,462   $(4,365,826)
                                       ===========   ===========   ===========   ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                                VHS Network Inc.
                      Consolidated Statements of Operations
                   For The Three Months June 30, 2003 and 2002
                            (prepared by management)


                                             For the Three Months ended
                                              June 30         June 30
                                               2003            2002
                                           ------------    -------------
                                            (unaudited)     (unaudited)
Income:
    Sales                                  $       --      $     14,279
    Cost of Goods Sold                             --             5,048
                                           ------------    ------------
Gross Margin                                       --             9,231

Operating Expenses:
    Agency Fees                                     600             431
    Consulting Fees                                --             4,716
    General and Administrative                     --            26,533
    Management Fees                                --            75,029
     Professional Fees                             --            12,601
    Inventory Allowance                            --              --
                                           ------------    ------------
Total Operating Expenses                            600         119,310

                                           ------------    ------------
Operating Gain/(Loss)                              (600)       (110,079)

Other (income) and Expenses
    Directors Fees                                 --              --
    Interest Expense                               --             2,986
    Write down of Notes & Trade Payables       (912,727)           --
    Exchange (Gain)/Loss                           --              --
                                           ------------    ------------
Total Other income and expenses                (912,727)          2,986

 Net Gain/(Loss) Before Taxes                   912,127        (113,065)

Income Taxes                                       --              --

Net Gain/(Loss)                            $    912,127    $   (113,065)

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

Weighted Average number
of common shares- Basic                      37,354,268      29,345,268
                                           ============    ============

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

Weighted Average number
of common shares  Diluted                    40,354,268      29,345,268
                                           ============    ============

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


                                       5
<PAGE>




                                VHS Network Inc.
                      Consolidated Statements of Operations
                 For The Six Months Ended June 30, 2003 and 2002
                            (prepared by management)


                                              For the Six Months ended
                                              June 30         June 30
                                                2003           2002
                                           -------------   -------------
                                            (unaudited)     (unaudited)
Income:
    Sales                                  $       --      $     34,276
    Cost of Goods Sold                             --            25,045
                                           ------------    ------------
Gross Margin                                       --             9,231

Operating Expenses:
    Agency Fees                                   1,200           4,192
    Consulting Fees                                --            55,927
    General and Administrative                     --            63,382
    Management Fees                              30,000         135,029
    Professional Fees                              --            19,589
    Directors Fees                                 --            48,000

    Inventory Allowance                            --            16,093
                                           ------------    ------------
Total Operating Expenses                         31,200         342,212

                                           ------------    ------------
Operating Gain/(Loss)                           (31,200)       (332,981)

Other (income) and Expenses
    Interest Expense                               --             4,843
    Write down of Notes & Trade Payables       (912,727)           --
    Exchange (Gain)/Loss                           --              --
                                           ------------    ------------
Total Other income and expenses                (912,727)          4,843

 Net Gain/(Loss) Before Taxes                   881,527        (337,824)

Income Taxes                                       --              --

Net Gain/(Loss)                            $    881,527    $   (337,824)

Net Gain/(Loss)
Per common share-Basic                     $      0.024    $     (0.012)
                                           ============    ============

Weighted Average number
of common shares- Basic                      37,354,268      29,345,268
                                           ============    ============

Net Gain/(Loss per common)
share - diluted                            $      0.022    $     (0.012)
                                           ============    ============

Weighted Average number
of common shares  Diluted                    40,354,268      29,345,268
                                           ============    ============


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


                                       6
<PAGE>

<TABLE>
<CAPTION>

                                VHS Network Inc.
                      Consolidated Statements of Cashflows
                For The Three Months Ended June 30, 2003 and 2002
                            (prepared by management)


                                                          For the Three Months ended
                                                             June 30      June 30
                                                               2003        2002
                                                            ----------   ---------
                                                            (unaudited)  (unaudited)

<S>                                                         <C>          <C>
Net Income (Loss)                                           $ 912,127    $(113,065)
Adjustments to reconcile net income (loss) to
    net cash provided by (used for) operating activities:

    Issuance of Common Stock for directors fees                  --           --
    Issuance of Common Stock for Expenses and Debt               --           --
    Amortization of Intangible assets                            --         12,800
    Depreciation                                                 --          3,294
                                                            ---------    ---------
                                                              912,127      (96,971)
Cash Flow From Operating Activities:
    Changes in assets and Liabilities
    Receivables                                                  --         16,451
    Inventory                                                    --         (3,296)
    Bank Loan                                                    --         (5,770)
    Accounts Payable                                         (115,675)      27,637
                                                            ---------    ---------
Cash Flow used in operating activities:                      (115,675)      35,022

Cash flow from investing activities                              --           --
    Net cash used in investing activities
                                                            ---------    ---------
Cash Flow From Financing Activities:
    Management fees payable, related party                   (796,452)      75,029

                                                            ---------    ---------
Net Cash Generated by Financing activities                   (796,452)      75,029
                                                            ---------    ---------

(decrease) Increase in cash and cash Equivalents                 --         13,080
Balance at beginning period                                      (116)         690
                                                            ---------    ---------
Balance at end of period                                    $    (116)   $  13,770
                                                            =========    =========

Supplimentry Disclosure:
    Cash Paid for Interest                                               $   2,986
    Conversion of payables into common Stock                             $    --
    Common stock issued for services and expenses                        $    --

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


                                       7
<PAGE>


<TABLE>
<CAPTION>

                                VHS Network Inc.
                      Consolidated Statements of Cashflows
                 For The Six Months Ended March 31, 2003 and 2002
                            (prepared by management)


                                                            For the Six Months Ended
                                                              June 30      June 30
                                                                2003         2002
                                                            ----------   -----------

<S>                                                         <C>          <C>
Net Income (Loss)                                           $ 881,527    $(337,824)
Adjustments to reconcile net income (loss) to
    net cash provided by (used for) operating activities:

    Issuance of Common Stock for directors fees                  --         48,000
    Issuance of Common Stock for Expenses and Debt               --         52,800
    Amortization of Intangible assets                            --         12,800
    Depreciation                                                 --          6,588
                                                            ---------    ---------
                                                              881,527     (217,636)
Cash Flow From Operating Activities:
    Changes in assets and Liabilities
    Receivables                                                  --         16,536
    Inventory                                                    --         (3,296)
    Bank Loan                                                    --        (13,346)
    Accounts Payable                                         (115,075)      86,175
                                                            ---------    ---------
Cash Flow used in operating activities:                      (115,075)      86,069

Cash flow from investing activities                              --           --
    Net cash used in investing activities
                                                            ---------    ---------
Cash Flow From Financing Activities:
    Management fees payable, related party                   (766,452)     144,180

                                                            ---------    ---------
Net Cash Generated by Financing activities                   (766,452)     144,180
                                                            ---------    ---------

(decrease) Increase in cash and cash Equivalents                 --         12,613
Balance at beginning period                                      (116)       1,157
                                                            ---------    ---------
Balance at end of period                                    $    (116)   $  13,770
                                                            =========    =========

Supplimentry Disclosure:
    Cash Paid for Interest                                       --      $   4,843
    Conversion of payables into common Stock                     --      $  52,800
    Common stock issued for services and expenses                --      $  48,000
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>






                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003

                                 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 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.


1.       OPERATIONS


OPERATIONS
The Company is continuing to reposition itself to identify market  opportunities
in the United  States,  Canada,  China and  abroad in  Internet  and  electronic
commerce  interactive media, and SmartCard loyalty  marketing.  The Company will
operate  and/or  develop  these lines as well as seek other joint  ventures  and
alliances with third parties.

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.

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.

                                       9
<PAGE>


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 June 30,2003 were nil.

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 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.

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.

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


                                       10
<PAGE>


financial  position or results of  operations.  The  elements  of  comprehensive
income for the three-month,  six-month  periods ended June 30, 2003 and 2002 and
the year ended December 31, 2002 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.

Advertising Costs
The Company expenses advertising costs as they are incurred. The Company did not
incur any advertising costs for the six-month period ended June 20, 2003 and for
the year ending December 31, 2002

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.

Reclassifications
Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform to the 2003 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.       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 Company unsuccessfully
offered  these prints for sale  through its own web site and other  internet web
sites.  As the prints did not sell,  the company wrote off the inventory at year
end December 31, 2002.


4.       INCOME TAXES
No  provision  for federal and state taxes has been  recorded  for the six month
period ended June 30, 2003 and 2002, and the year ended December 31, 2002, since
the Company  incurred net operating  losses for the year ended December 31, 2002
and the  accumulated  deficit for the previous  periods exceeds the gain for the
period ended June 30, 2003.

                                       11
<PAGE>



5.       RELATED PARTY TRANSACTIONS
GroupMark Canada Limited
In 1997, the Company  entered into a management  service 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 month period ending June 30 2003
the company did charge any  management  fees  comparted to $75,029 for the three
month period ended June 30, 2002.

Amounts due Groupmark  pursuant to this management  service  agreement and other
borrowings  as of December 31, 2002 were  $583,765.  On June 30, 2003  Groupmark
forgave the amount of $ 614,365 representing the entire amount outstanding.

Notes payables due to related  parties are payable to a private company which is
owned by a  shareholder  who is an officer  and  director  of the  Company.  The
amounts  payable  were  non-interest  bearing  and  had no  specified  terms  of
repayment.  On June 30, 2003 the private  company  and  shareholder  forgave the
amount of $182,087 representing the entire note outstanding.


6.       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.




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.

VHSN's  goals and  objectives  are  centered on the  ability to identify  market
opportunities  in  the  United  States,   Canada  and  abroad  in  internet  and
interactive media e-commerce and smartCARD loyalty marketing.  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.


                                       12
<PAGE>


Operations

Results For Three  and Six Months Ended June 30, 2003
For both the three and six months periods ended June 30, 2003 we had no revenues
compared to $14,279 and $34,276 for the three and six month period  respectively
in 2002.

Operating  Expenses  for the three  months  ending June 30, 2003 were $600.00 as
compared to $119,310 for the three months ended June 30, 2002.

For the six months  ending  June 30, 2003  Operating  Expenses  were  $31,200 as
compared to $342,212 for the same period ended June 30, 2002. All  non-essential
expenses have been eliminated in an effort to reduce operating losses.

Amounts  totaling  $912,727 due to GroupMark Canada Limited and other parties as
at June 30, 2003 were  forgiven and written off.  This compares with advances of
$574,315 and a note  payable of $182,027  for a total of $756,342  owing for the
corresponding period in 2002.


Liquidity And Capital Resources
Revenues  for the six month  period ended June 30, 2003 were $NIL as a result of
no activity in the company's internet and technologies  ventures. The ability of
VHSN to  continue  as a going  concern is  dependent  on its ability to increase
sales,  obtain capital  funding and seek other joint ventures and alliances with
third parties.


Changes In Financial Position
Total  liabilities  decreased  to $481,020 on June 30, 2003 from  $1,362,547  on
December  31,2003  as a  result  of the  reduction  in trade  payables  with the
settlement of a dispute with a supplier and writedown of related party notes and
advances.  Shareholders'  equity increased from ($1,362,547) on December 31,2002
to  ($481020)  during  the first six  months of 2003.  Management  is  currently
seeking new joint ventures and alliances with third parties.


ITEM 3.  CONTROLS & PROCEEDURES

Evaluation Of Disclosure Controls And Proceedures
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 principal  financial officer
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 principal  financial officer 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 corrective  action was
taken.

                                       13
<PAGE>


                                     PART 11

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         NONE

ITEM 2.  CHANGES IN 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.

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.

31.1     Certifications  Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
         To Section 302 Of The Sarbanes-Oxley Act Of 2002

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

o  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.

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


                                       14
<PAGE>



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.
    /s/ Elwin Cathcart
    --------------------------------------------
    Elwin Cathcart, Chief Executive Officer
    (Principal Accounting Officer, and Principal
    Executive officer)




Date September 23rd, 2003