UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                VHS NETWORK, INC.
                                   FORM 10-QSB
                                   -----------

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

                For the quarterly period ended SEPTEMBER 30, 2002

[ ]      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
   incorporation  or organization)                   Identification No.)

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

                                 (905) 891-1442
                            --------------------------
                           (Issuer's telephone number)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      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 30, 2002: 37,354,268

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x ]
                                        1
<PAGE>

                         PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.


                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                        2
<PAGE>
                                VHS Network Inc.
                           Consolidated Balance Sheets
                            (prepared by management)

                                                 As at           As at
                                              September 30     December 31
                                                 2002            2001
                                             -----------      -----------
                                             (unaudited)   (year end, audited)
Assets
  Cash                                       $      --        $     1,157
  Accounts Receivable                              1,257           17,793
  Inventory                                       99,600           96,304
                                             -----------      -----------
    Total Current Assets                         100,857          115,254
                                             -----------      -----------


Property and Equipment
  Furniture and Equipment                         35,520           35,520
  Accumulated Depreciation                       (18,661)          (8,779)
                                             -----------      -----------
  Total Property and Equipment                    16,859           26,741
                                             -----------      -----------

  Intangible Assets, net                         100,580          139,850
                                             -----------      -----------
    Total Assets                             $   218,296      $   281,845
                                             ===========      ===========


Liabilities and shareholders' equity
Liabilities
    Bank Loan Payable                             60,390           88,736
    Accounts Payable                             154,859          115,476
                                             -----------      -----------
  Total Current Liabilities                      215,249          204,212
                                             -----------      -----------

Accounts Payable, related party                  583,931          430,135
    Notes Payable, related party                 182,027          182,027
    Reserve for Loss Contingencies               350,000          350,000
                                             -----------      -----------
  Total Long Term Liabilities                  1,115,958          962,162
                                             -----------      -----------

  Total Liabilities                          $ 1,331,207      $ 1,166,374
                                             ===========      ===========

Shareholders Equity
    Common Stock: $0.001at Par Value
    Authorized: 100,000,000 shares
    Issued and outstanding:
    September 30 2002 - 37,354,268                29,345             --
    December 31, 2001 - 27,785,268                  --             22,784
    Preferred Stock:
    Authorized: 25,000,000 shares
    Issued and outstanding: none
      Additional Paid in Capital               3,884,068        3,637,208
      Accumulated Deficit                     (5,026,324)      (4,544,521)
                                             -----------      -----------
Total Shareholders Equity                     (1,112,911)        (884,529)
                                             -----------      -----------

Total Liabilities and shareholders' equity   $   218,296      $   281,845
                                             ===========      ===========
                                        3
<PAGE>
                                VHS Network Inc.
                      Consolidated Statements of Operations
             For The Three Months Ended September 30, 2002 and 2001
                            (prepared by management)

                                      For the Three Months ended
                                    September 30     September 30
                                        2002            2001
                                    ------------    ------------
                                    (unaudited)      (unaudited)
Income:
    Sales                           $       --      $     36,212
    Cost of Goods Sold                      --            21,717
                                    ------------    ------------
Gross Margin                                --            14,495

Operating Expenses:
    Agency Fees                            4,300           3,042
    Consulting Fees                         --             1,449
    General and Administrative            17,270           3,951
    Management Fees                       89,616            --
     Professional Fees                     6,250          23,991
    Depreciation and Amortization         29,764           3,578
    Inventory Allowance                     --            30,000
    Other                                   --               174
                                    ------------    ------------
Total Operating Expenses                 147,200          66,185

                                    ------------    ------------
Operating Loss                          (147,200)        (51,690)

Other (income) and Expenses
    Directors Fees
    Interest Expense
    Exchange (Gain) Loss                    --
                                    ------------    ------------
Total Other income and expenses             --              --

 Net Loss Before Taxes                  (147,200)        (51,690)

Income Taxes                                --              --

Net Loss                            $   (147,200)   $    (51,690)

Net Loss
Per common share-Basic              $     (0.004)   $     (0.003)
                                    ============    ============

Weighted Average number
of common shares- Basic               37,354,268      19,560,268
                                    ============    ============

Net Loss per common
share - diluted                     $     (0.004)   $     (0.003)
                                    ============    ============

Weighted Average number
of common shares  Diluted             37,354,268      19,560,268
                                    ============    ============
                                       4
<PAGE>
                                VHS Network Inc.
                      Consolidated Statements of Operations
              For The Nine Months Ended September 30, 2002 and 2001
                            (prepared by management)

                                      For the Nine Months ended
                                    September 30    September 30
                                        2002            2001
                                    ------------    ------------
                                     (unaudited)     (unaudited)
Income:
    Sales                           $     34,276    $    246,311
    Cost of Goods Sold                     8,589         214,389
                                    ------------    ------------
Gross Margin                              25,687          31,922

Operating Expenses:
    Agency Fees                            8,492           7,712
    Consulting Fees                       55,927           5,310
    General and Administrative            77,358          21,172
    Management Fees                      224,645         150,000
     Professional Fees                    25,839          55,145
    Depreciation and Amortization         62,822          10,734
    Inventory Allowance                     --            30,000
    Other                                   --               536
                                    ------------    ------------
Total Operating Expenses                 455,083         280,609

                                    ------------    ------------
Operating Loss                          (429,396)       (248,687)

Other (income) and Expenses
    Directors Fees                        48,000            --
    Interest Expense                       1,857            --
    Exchange (Gain) Loss                   2,986           2,986
                                    ------------    ------------
Total Other income and expenses           52,843           2,986

 Net Loss Before Taxes                  (482,239)       (251,673)

Income Taxes                                --

Net Loss                                (482,239)       (251,673)

Net Loss
Per common share-Basic              $     (0.013)   $     (0.013)
                                    ============    ============

Weighted Average number
of common shares- Basic               37,354,268      19,560,268
                                    ============    ============

Net Loss per common
share - diluted                     $     (0.013)   $     (0.013)
                                    ============    ============

Weighted Average number
of common shares  Diluted             37,354,268      19,560,268
                                    ============    ============
                                       5
<PAGE>

<TABLE>
<CAPTION>

                                VHS Network Inc.
                      Consolidated Statements of Cashflows
              For The Nine Months Ended September 30, 2002 and 2001
                            (prepared by management)

                                                           For the Nine Months ended
                                                           September 30  September 30
                                                               2002        2001
                                                            ---------    ---------
                                                            (unaudited) (unaudited)

<S>                                                         <C>          <C>
Net Income (Loss)                                           $(482,239)   $(251,673)
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            132,800         --
    Inventory Valuation allowance                                --         30,000
    Amortization of Intangible assets                          52,940        6,000
    Depreciation                                                9,882        4,734
                                                            ---------    ---------
                                                             (238,617)    (210,939)
Cash Flow From Operating Activities:
    Changes in assets and Liabilities
    Receivables                                                16,536       (1,419)
    Inventory                                                  (3,296)      (6,459)
    Prepaids and Deposits                                        --          9,272
    Bank Loan                                                 (28,346)        --
    Accounts Payable                                           39,383         --
                                                            ---------    ---------
Cash Flow used in operating activities:                      (214,340)    (209,545)

Cash flow from investing activities                              --           --

Net cash used in investing activities                            --           --

Cash Flow From Financing Activities:
    Management fees payable, related party                    153,796      150,000
    Advances from related party                                59,387       78,557
    Payments on advances from related party                      --        (37,371)

                                                            ---------    ---------
Net Cash Generated by Financing activities                    213,183      191,186
                                                            ---------    ---------

(decrease) Increase in cash and cash Equivalents               (1,157)     (18,359)
Balance at beginning period                                     1,157       25,205
                                                            ---------    ---------
Balance at end of period                                    $    --      $   6,846
                                                            =========    =========

Supplimentry Disclosure:
    Cash Paid for Interest                                  $   1,857         --
    Conversion of payables into common Stock                $ 132,800         --
    Common stock issued for services and expenses           $  48,000         --
</TABLE>
                                       6
<PAGE>

                                 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 and Canadian 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.



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.
                                       7
<PAGE>

1.         OPERATIONS

OPERATIONS
The Company is  continuing  to reposition  itself to identify  technologies  and
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.

PRINCIPALS OF CONSOLIDATION
--------------------------------------------------------------------------------
The consolidated  financial  statements  include the accounts of the company and
all of its subsidiary  companies.  Intercompany  accounts and transactions  have
been eliminated on consolidation.

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

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

CONCENTRATION OF CASH
--------------------------------------------------------------------------------
The company at times  maintains  cash  balances  in accounts  that are not fully
federally insured. Uninsured balances as of September 30, 2002 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,  which range from thee 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 changed to expense as incurred.

Depreciation  expense for the  three-month  ended September 30, 2002, was $3,294
and for the year ended December 31, 2001, was $ 14,883.

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.
                                       8
<PAGE>


2.         SUMMARY OF SIGNIFICANT POLICIES (continued)

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
financial  position or results of  operations.  The  elements  of  comprehensive
income for the three-month, six-month and nine-month periods ended September 30,
2002, and 2001 and the year ended December 31, 2001 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. 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.
                                       9
<PAGE>


ADVERTISING COSTS
--------------------------------------------------------------------------------
The Company expenses advertising costs as they are incurred. The Company did not
incur any advertising  costs for the  three-month and nine-month  periods ending
September  30, 2002 and for the year  ending  December  31, 2001  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.


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


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  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 it's own web site and other Internet web sites. The Company has
recorded a  valuation  allowance  of 28,000 in 2000 to reflect the fair value of
the inventory.


4.         INCOME TAXES

No  provision  for federal and state taxes has been  recorded  for the three and
nine  month  periods  ended  September  30,  2002 and 2001,  and the year  ended
December 31, 2001,  since the Company  incurred net  operating  losses for these
periods.
                                       10
<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 and nine-months  ending September
30,  2002,  the  company  incurred  management  fees of  $89,616  and  $224,645,
respectively. For the three and six-months ending September 30, 2001 the Company
incurred $NIL, and $150,000 respectively.

Amounts due Groupmark  pursuant to this management  service  agreement and other
borrowings  as of  September  30, 2002 and  December  31, 2001 are  $583,931 and
$430,13562  respectively.  Groupmark has the option to accept  payment by way of
the company's common stock at fair market value in lieu of cash.


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
Management  believes that the  contingency  that has been carried by the company
for the last  several  years is no longer a  concern.  It  therefore  intends to
discontinue to carry this contingency at yearend.


Going Concern Uncertainties
--------------------------------------------------------------------------------
The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principals,  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 dependant upon its ability to increase operating revenues
and/or raise additional equity financing.

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 fro the outcome of this uncertainty.
                                       11
<PAGE>

7.         INTANGIBLE ASSETS

Intangible assets at $ 127,050 consist of the following:

        Domain Name                                      $  24,000
        Software                                         $ 129,520
    Less: Accumulated Amortization                       $ (52,940)
--------------------------------------------------------------------------------
                                                         $ 100,580

Amortization  expense  for the  nine-months  ended  September  2002  was  $52940
Amortization  expense for the nine months ended September 2001 was $6,000.00 and
for the year ended December 31, 2001 was $ 13,760

8.         REGISTRATION STATEMENT

There were no registration statements submitted during this reporting period.

9.         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 these 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  for  Branson  will be added to make a total
number of directors 5.

The management of the Company has discontinued negotiations with Branson and has
terminated any further discussions.

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  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 for three months ended September 30,2002
For the three months  ended  September  30, 2002 we had no revenues  compared to
$36,212 for the same period in 2001.
                                       12
<PAGE>

Operating  Expenses for the three months ending September 30, 2002 were $147,200
as compared to  Operating  Expense of $66,185  for the three  months  ended June
30,2001.  Although  there has been an  increase in sales and  marketing  effort,
sales have not materialized

Amounts due to Groupmark  Canada  Limited as at September  30,2002 were $583,931
and a note payable of $182,027. This for a total of $765,958.


Results for the nine months ended September 30, 2002.
We had sales in North America of finished goods,  which we sourced in China, and
North America. We did, however, develop some sales sourced in Canada as well.

Revenues for the period were $34,276,  this is compared to $246,311 in sales for
the same period September 30,2001, a reduction of $212,035 in sales.

Operating  expenses for the nine months ended September 30,2002 were $455,083 as
compared to $280,609 for the nine months ended September 30,2001.  The increased
expense reflects  increased sales and marketing effort,  which has unfortunately
not generated appropriate sales


LIQUIDITY AND CAPITAL RESOURCES
Revenues were considerably lower during this period and the company  experienced
a loss of $482,239 from  operations,  as compared to $251,673 for the nine month
period  ended  September  30,2002.  We  anticipate  that  we  will  be  able  to
significantly  reduce this operating loss over the  corresponding  period in the
next fiscal year as the company establishes itself in the market.

The ability of VHSN to continue as a going concern is dependent upon its ability
to increase sales and obtain capital funding as needed to fund its operations.


CHANGES IN FINANCIAL POSITION
There have been  9,569,000  share  issuance of stock during this fiscal  period.
Total  assets of $218,296 on  September  30,2002  compared  with total assets of
$281,845 on December  31,2001.  Total  liabilities  increased to  $1,331,207  on
September 30,2002 from $1,166374 on December 31,2002 as increased effort was put
into  sales  and  marketing  activity.   Shareholders'   equity  decreased  from
($884,529) on December 31,2001 to ($1,112,911) during the third quarter of 2002.


FUTURE PROSPECTS
The  company  has not made any  significant  progress in the nine months of this
fiscal year.  During this period we have  experienced  several  cancellations of
contracts  with  clients  for our  products  and  services.  This will result in
reduced  revenues for the company in the future.  Our  forecasts for future sale
are in line with this  reality and our  budgets,  as a result will  reflect this
reality.

The general downturn in the economy,  and the requisite  reluctance of merchants
to carry excess  inventories  are a concern for all  e-commerce  companies.  We,
however,  believe that this may assist in our ability to deliver products to our
markets on an "as needed" basis.

We are  experiencing  an  increase  in the  use of our  internet  site  due to a
reluctance of our potential and current  customers to travel great  distances to
trade shows and foreign countries.

We continue to focus on  increasing  our  operational  efficiencies  in order to
minimize our deficit.
                                       13
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.
None.

Item 2. Changes in Securities.
The Registrant issued a total of 8,000,000 common shares during the period ended
September 30, 2002 for cancellation of debt of 8,000,000.

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 on Form 8-K.
None.
                                       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.
                           (Registrant)


Date: November 19, 2002     /s/ Elwin Cathcart
                            ------------------------------------
                                Elwin Cathcart
                                Principal Executive Officer
                                and Principal Financial Officer
                                       15
<PAGE>





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

                                 CERTIFICATIONS

I,  Elwin  Cathcart  Principal  Executive  Officer  of  the  Registrant,  and as
Principal Financial Officer, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of for the period ended
September  30, 2002;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  face  necessary to make
the statement  made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                      a.   designed such  disclosure  controls and procedures to
                           ensure  that  material  information  relating  to the
                           registrant,  including its consolidated subsidiaries,
                           is made known to us by others within those  entities,
                           particularly   during   the   period  in  which  this
                           quarterly report is being prepared;

                      b.   evaluated  the   effectiveness  of  the  registrant's
                           disclosure  controls  and  procedures  as  of a  date
                           within  90  days  prior  to the  filing  date of this
                           quarterly report (the "Evaluation Date"); and

                      c.   presented in this quarterly our conclusions about the
                           effectiveness   of  the   disclosure   controls   and
                           procedures   based  on  our   evaluation  as  of  the
                           Evaluation Date;
                                       16
<PAGE>

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

                      a.   all   significant   deficiencies  in  the  design  or
                           operation of internal  controls which could adversely
                           affect the registrant's  ability to record,  process,
                           summarize   and  report   financial   data  and  have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                      b.   any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent, evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 19, 2002.

                                      /s/ Elwin Cathcart
                                      ------------------------------------
                                          Elwin Cathcart
                                          Principal Executive Officer
                                          and Principal Financial Officer

                                       17