`IDIAL NETWORKS, INC.
                                 AND SUBSIDIARIES

                                    FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                       Commission File Number:  33-12029-D

                      for the year ended December 31, 2001


                              IDIAL NETWORKS, INC.

                                    formerly
                        Desert Springs Acquisitions, Inc.

                Nevada                                 75-2863583
   (Jurisdiction of Incorporation)        (I.R.S. Employer Identification No.)

        10800 East Bethany Drive, Suite 380, Denver, Colorado      80014
               (Address of principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code:         (303)  338-5100

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:         None

Yes[X]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)

Not[]  (Indicate  by  check  mark  whether  if  disclosure  of delinquent filers
('229.405)  is  not  and  will  not  to  the  best  of Registrant's knowledge be
contained  herein,  in  definitive  proxy or information statements incorporated
herein  by  reference  or  any  amendment  hereto.)

As  of December 31, 2001,  Due to the limited market for the Company securities,
no  estimate is being supplied herewith of the market value for such securities.

As  of  December  31,  2001:

the  number  of  shares  outstanding  of  the  Registrant's  Common  Stock  was
88,118,554.

the  aggregate  number  of  shares  held  by  non-affiliates  was  approximately
29,090,640.

                       Exhibit Index is found on PAGE 35.



Introduction

PART  I

Item  1.  Description of Business.
    (a)  Historical  Information
    (b)  Our  Business

Item  2.  Description  of  Property

Item  3.  Legal  Proceedings

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

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters
      (a)  Market  Information
      (b)  Holders
      (c)  Dividends
      (d)  Sales  of  Unregistered  Common  Stock  2000

Item  6.  Managements  Discussion  and  Analysis  or  Plan of Operation

Item  7.  Financial  Statements

Item  8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item  9.  Security  Ownership  of  Officers and Directors and 5% Owners

Item  10.  Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

Item  11.  Executive  Compensation

Item  12.  Certain  Relationships  and  Related  Transactions

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a)  Financial  Statements
      (b)  Form  8-K  Reports








                                     PART  I


                        ITEM 1.  DESCRIPTION OF BUSINESS


(A)  HISTORICAL  INFORMATION.  We were  incorporated  in May  1997,  as a Nevada
Limited Liability  Corporation as WoodComm LLC. In April 1999,  WoodComm LLC was
reorganized from an LLC to a Nevada  Corporation  WoodComm  International,  Inc.
(WCI). In December 1999, Desert Springs Acquisition Corporation (Desert Springs)
acquired all of the issued and outstanding  common shares of WCI in exchange for
30,903,000  shares of common stock of Desert  Springs.  For financial  reporting
purposes,   the  business   combination  was  accounted  for  as  an  additional
capitalization of the Company (a reverse  acquisition with WCI as the acquirer).
WCI is considered  the surviving  entity.  The historical  financial  statements
prior to the merger are those of WCI. Desert Springs only assets and liabilities
consisted of a liability for $80,346.  The  liabilities  were not assumed in the
merger.

In January 2000,  Desert Springs moved its state of  incorporation  to Nevada by
merger of the Colorado Corporation with and into iDial Networks,  Inc. (a Nevada
corporation).  Our  administrative  offices are located at 2204 Timberloch Place
Suite 225, The Woodlands,  Texas 77380.  Our telephone  number is (281) 292-3172
and our website can be found at www.idnw.com.  The information on our website is
not part of this Form 10-KSB.

We provide  telecommunication  services  to  customers  around the world.  These
services  include  pre-paid  telephone  calling cards and reduced rate telephone
calls using the Internet.  Telephone  calls that are initiated over the Internet
combine user-friendly account tracking (i.e. monitoring on-line billing and call
records)  with  the  low  tariffs  of  Unites  States  based  telecommunications
carriers,  via calling  centers  accessed  directly from home to anywhere in the
world.  During  2000,  we  decided  to change  our  business  model from being a
telephony  service  provider,  which provides the ability to send voice data (as
opposed to digital data) over the Internet, to a more diversified company.

As part of our change in business model, in August 2000, we acquired 100% of the
stock of Whoofnet.com,  Inc. in exchange for the issuance of 9,893,500 shares of
our common stock.

In November 2000, we acquired 100% of the stock of 2sendit.com, Inc. in exchange
for the issuance of 4,199,998 shares of our common stock.

2sendit.com  provides a marketing  service by advertising  products and services
through a variety  of media  with a  primary  focus on the use of fax,  mail and
email. With fax and email distribution  servers located in Dallas, TX and Denver
CO, 2sendit.com is able to offer high capacity,  low cost services. In addition,
we  maintain  a small  company  attitude,  allowing  us to  assist  other  small
companies in need of our services.

Overview

iDial Networks  develops  applications  that are delivered to its customers over
the  internet,  providing  internet  and wireless  services.  The Internet is an
increasingly   significant   interactive   global   medium  for   communication,
information  and commerce.  International  Data  Corporation,  a market research
firm,  estimates  that the number of users who make  purchases over the Internet
worldwide will grow from 31 million in 1998 to more than 183 million in 2003.

The Company has two material lines of business,  providing  Internet-based voice
telecommunications  to  customers  around the  world,  and  providing  marketing
services for various  businesses.  Revenue  attributable  to the Internet  based
voice  communications was approximately  $3,858,000 and $1,729,000 for the years
ended  December  31,  2001  and  2000,  respectively.  Revenue  attributable  to
marketing  services was approximately  $1,872,000 an $67,000 for the years ended
December 31, 2001 and 2000, respectively.

Emergence  of  Internet  Telephony.  Internet  telephony,  the  ability  to make
voice-based  telephone  calls  over  the  internet,  has  emerged  as a low cost
alternative to traditional long distance telephone services.  Internet telephone
calls are less  expensive  than  traditional  international  long distance calls
primarily  because  these  calls are routed over the  Internet  or through  data
networks.   The  use  of  the  Internet   bypasses  a  significant   portion  of
international  long distance  networks and the relevant tariffs.  Also,  routing
calls  over  the  Internet  is  more  cost-effective  than  routing  calls  over
traditional telephone lines because the packet-switching technology that enables
Internet  telephony is more efficient  than  traditional  telephone  technology.
Packet-switching,  unlike traditional telephone networks, do not require a fixed
amount of  bandwidth  to be reserved  for each call.  This allows voice and data
calls to be pooled,  which means that packet  networks can carry more calls with
the same amount of bandwidth.  This greater efficiency creates cost savings that
can be passed on to the consumer in the form of lower long distance rates.

Prepaid  Calling Card Industry.  The market for prepaid  calling cards has grown
significantly since 1993. This growth is attributed to three trends according to
industry sources.  First, the larger  telecommunications  companies have come to
understand  the  strategic  and  financial  benefits of prepaid  calling  cards.
Second,  consumers  are  becoming  more aware of various  advantages  of prepaid
cards.  Third,  businesses are beginning to purchase  prepaid calling cards as a
means of controlling  telephony costs and simplifying record keeping. We believe
that the  affordable  pricing,  convenience  and  enhanced  features  of prepaid
calling cards has  attracted  price  sensitive  customers,  business  travelers,
international  callers and other users of long  distance  service.  Also,  while
prepaid  calling cards are relatively  new in the United States,  they have been
widely used and  accepted  method of making  telephone  calls in Europe and Asia
since the 1970's.

Our Telephone Service Products

Calling Cards

We sell virtual  prepaid  calling  cards over the Internet and physical  prepaid
cards through  traditional retail outlets.  We consider our Internet Phone Cards
"virtual"  because we do not issue a physical card.  Once sold, the calling card
can be used immediately to make international and domestic long distance calls.

Our web system  functions  as follows:  1) A  potential  customer  accesses  our
website; 2) the customer follows the prompt to enter the credit card information
to  purchase  the  virtual  calling  card;  3) we verify the credit  card within
seconds and the  confidential  PIN and  display a toll free  number  customer to
record;  and 4) the virtual calling card can be used immediately to place a call
via the Internet or traditional  phones. We then store the customer  information
on our database for future reference.

Our Internet  calling  cards give us the  flexibility  of promptly  changing the
rates and features to respond to changing consumer demand, rather than having an
inventory of physical  cards with set features  that cannot be changed until all
are recalled or used.  This also allows us to offer and test  several  different
types of virtual calling cards with varying pricing  features,  thus providing a
greater selection to our customers.

Our website is  accessible  24 hours per day,  seven days a week,  so we are not
constrained  by the hours  that a  traditional  retail  store  would be open for
business.  Our website may also be reached from the  customer's  home or office.
This means the customer is not required to physically travel to another location
to make a purchase and receive delivery. Our online purchasing and delivery also
allows us to deliver a broad  selection  of products to  customers  worldwide in
rural or other locations that do not have convenient access to physical stores.

U.S.  Access.  Our U.S.  Access calling cards provide access to our network from
the United  States to more than 241 countries  and  territories.  When using the
U.S.  Access calling card for a call from the United States to another  country,
the customer  uses a touch tone  telephone to dial a toll free number and enters
the PIN and the  telephone  number the  customer  seeks to reach.  Our  enhanced
services  platform  determines  the calling card is valid and the number of call
minutes  remaining on it, based on the rate for the country  being  called.  The
platform then completes the call and reduces the available credit balance on the
calling card at the conclusion of the call.

World Access.  When using the World Access  calling card for a call from another
country to the United  States or from  country  to  country  outside  the United
States,  the customer  initiates  the call through the Internet by accessing our
website.  On our web page,  a form is  displayed  and the  customer  enters  the
telephone  number  where he or she is, the  telephone  number he or she wants to
call and his or her PIN and then "clicks" on the call button.  This  information
is transmitted  over the Internet to our platform.  The platform  determines the
virtual  calling  card is valid and has a  sufficient  balance and then routes a
call to the  customer  at the  number  where  he or she is.  When  the  customer
answers,  the  platform  completes  the call by  connecting  to the  number  the
customer  wanted to call.  From our website,  these features allow  customers to
make calls from  anywhere in the world at our  international  United States long
distance rates using the virtual calling card and Internet access to our website
and platform.

We have integrated the economics of Voice-Over-Internet-Protocol technology, the
conversion of voice data into digital data for  transmission  over the Internet,
with the  convenience  of  conventional  telephone  services to enable  Internet
initiated telephone services.  With this iDial technology,  we are able to offer
consumers and businesses  telephone  services at costs approaching the wholesale
rates of carriers.  Unlike some competitors who offer personal computer to phone
services,  iDial's web based services are  provisioned  via the Internet but all
calls are currently  made phone to phone.  The majority of PC owners do not have
microphones and telephony services.  iDial delivers high-quality traditional and
Voice-Over-Internet-Protocol  telephony  services to consumers  and  businesses,
with the following benefits:

Low  Cost.  Telephone  calls  are a  fraction  of the cost of  traditional  long
distance service.

High Quality Voice  Transmissions.  We offer high quality voice transmissions by
integrating traditional telephone services and packet-switching technologies.

Ease of Use and  Access.  Designed  for  convenience  and  ease of  access  from
anywhere in the world, an Internet  connection and a standard  Internet  browser
such as Netscape or Microsoft Internet Explorer is all that is required. Lacking
an Internet connection, the customer may dial a toll free or local access number
from any telephone or fax machine in the US to access our network as well.

One-Click  Online  Calling.  iDial  services  enable  users to speak with anyone
worldwide  with a single  click of a button.  On-line  retailers  could use this
technology to connect customers to sales representatives when browsing their web
sites and increase the likelihood of consummating the on-line sale.

Reliable/Flexible  Service.  The technologically  advanced design allows for the
expansion of the network  capacity by the simple  addition of switches,  and the
ability to seamlessly reroute traffic if problems arise.

Ease of Payment and Online  Account  Access.  iDial  customers  are able to make
calls by opening a prepaid account using credit cards, wire transfers or checks,
and can access  their  accounts  via the  Internet  to view their call  history,
account balances, or to increase their prepaid amounts.

Customer Support. We offer real-time customer support in multiple languages, and
the   integrated   billing  and  call   management   system   provides   service
representatives with immediate access to customer accounts.

Product    Description.     iDial    has    integrated    the    economics    of
Voice-Over-Internet-Protocol  and Wireless  Application Protocol technology with
the  convenience  of  conventional  telephony to enable web initiated  telephone
services.  With  this  iDial  technology,  were  able  to  offer  consumers  and
businesses  telephone  services  at costs  approaching  the  wholesale  rates of
carriers.

Our Wireless Services

Wireless  Application  Protocol is an industry term for the standard  technology
used to provide  Internet  communications  and  advanced  telephony  services on
digital mobile phones, pagers,  personal digital assistants,  and other wireless
terminals.  The  wireless  market is  embracing  Wireless  Application  Protocol
technology,  with a predicted  600 million  phones  using  Wireless  Application
Protocol by the end of 2003.  Europe is leading the way in Wireless  Application
Protocol,  and Forrester  Research  predicts that 219 million  Europeans will be
accessing the Internet on a daily basis by 2003.  iDial, will enter the European
market  with  its  own  Voice-Over-Internet-Protocol  and  Wireless  Application
Protocol applications.

We have  developed  a plan to be "first to  market"  with  Wireless  Application
Protocol  connectivity  to our iDial  services.  We  believe  that a  tremendous
opportunity exists to:

o    Immediately  provide  low cost  international  long  distance  services  to
     Wireless Application Protocol enabled phones through our technology; and

o    Incorporate  Wireless  Application  Protocol  access  into the our  portal,
     giving them the same carrier choices as our traditional users.

iDial has developed and applied for patents for  applications to enable Personal
Digital  Assistants  such as the Palm Pilot VII to  instantly  connect  with the
iDial  site and  avail  themselves  of our long  distance  services.  A  similar
application for the new Microsoft Pocket PC has also been completed.  iDial will
continue to develop Wireless  Application Protocol enabled products and services
to insure that its core  products  will always be easily  accessible by wireless
devices.

Additional Services

Additionally  we are  currently  offering  traditional  prepaid  phone cards and
Voice-Over-Internet-Protocol  services  based  on  iDial  technology  under  the
following brand names for which various trade and service marks are registered.

NetPhoneCard - www.netphonecard.com  Web initiated worldwide phone calls with US
dial tone and low tariffs.

iDialDirect -  www.iDialdirect.com  A complete  communications  portal  offering
flat-rate US products and worldwide access products.

Phone-Me-Now  -  www.phonemenow.com  An iDial  e-commerce  tool. A  Phone-Me-Now
button is placed on a website  that  allows a customer to initiate a call to his
phone from a representative of the company that is hosting the site.

SendaCall - www.sendacall.com  Prepaid calls sent within a virtual greeting card
by-mail to recipients  anywhere in the world,  allowing  recipient to place free
call to sender.

Wireless  Services - We will continue to expand wireless  development to include
areas such as Wireless Access Protocol.

Our International Networks

Our Enhanced Services Platform.  Our enhanced services platform is a specialized
telephone  switch based on  technologies  from Cisco,  Microsoft and Dialogic (a
wholly owned  subsidiary of Intel Corp.).  It is connected to our website,  data
base, and to our network of outgoing and incoming  telephone  lines and Internet
lines. It sets up all customer  account and PIN information  when a calling card
is purchased and immediately activates the calling card so it can be used at the
time of purchase. The platform also accepts and evaluates all calls from calling
card  holders  over the toll free number and over the  Internet and confirms the
validity of the calling card and remaining balance. We have also programmed into
the  platform  a lowest  cost  routing  matrix,  which is simply a program  that
selects  the lowest  priced  route from our  multiple  carriers.  This means our
platform will select the cheapest  route to send a call based upon where we have
established  gateways,   which  are  central  locations  housing  the  equipment
necessary to send and receive calls internationally. We believe our platform can
currently  support  approximately  768  simultaneous  calls and process  over 10
million  minutes of traffic per month.  Our platform is expandable to carry more
traffic by adding  additional  telephone  lines and  equipment.  Focusing on the
international  market, the use of our platform is spread throughout the day as a
result of the different world time zones.

We plan to  develop  and offer new  products  and  services,  which may  require
modifications  and  enhancements  to our  platform.  For  any  modifications  or
enhancements,  we will  either  contract  with the  manufacturer  to develop new
software or we may develop the software,  or a combination of both. In the past,
we have  experienced  delays when we have tried to upgrade our platform.  If the
software  cannot be developed  cost  effectively,  or there will be  significant
delays,  we may elect to abandon a potential  product or service in favor of one
that  can  be  timely  developed  on a cost  effective  basis.  There  can be no
assurances that we can  successfully  develop the software to enable us to offer
new products or services.

Our Internet  Gateway  Network.  As of December 31, 2001,  we had  international
gateways operational in Sri Lanka, Laos, and Thailand.  As of such date, we also
had  domestic  gateways  operational  in Dallas and  Denver.  We intend to place
Internet  gateways  in  various  other  countries.  Before we place a gateway in
another country,  we enter into contractual  relationships with local persons or
entities  to operate  them.  We  typically  own or lease the gateway or have the
right to purchase it and the local person or entity is responsible for procuring
local Internet provider  connection and local telephone lines and complying with
local law. Our  contracts  with the local person or entity are  generally  for a
one-year term and are renewable  unless either party  declines to renew.  We pay
the local  person or entity a  negotiated  rate per  minute for  terminating  or
originating calls through the gateway.

Our  gateways  allow for high quality  transmission  through the  Internet.  The
historical poor sound quality of voice transmission  through the Internet is due
to the fact that the Internet was not created for  simultaneous  voice  traffic.
Unlike conventional  telephone  communication lines, in which the entire line is
reserved for a call, Internet telephony, the transmission of voice data over the
Internet, uses packet-switching  technology,  which translates and divides voice
data into  discrete  packets of digital data that are  transmitted  individually
over the Internet and then  retranslated  into voice data at their  destination.
These packets of data travel through  several  separate routes in order to reach
their destination,  which may increase the chances of misrouting,  and delays in
transmission  and  reception.  The software in our  gateways  connect the packet
switched data  transmitted  over the Internet to  traditional  public  telephone
networks in such a manner that virtually  eliminates  the delay in  transmission
normally  involved in Internet voice  transmission  and the resulting  pause and
echo effect.

Our  Internet  gateways  enable us to route  voice  quality  calls  through  our
enhanced  services  platform to and from the country via the public  Internet or
private intranet networks such as a frame relay network. The cost of these calls
is based on the local  telephone  rates for the  country  where the  gateway  is
located. They are not based on internationally or local long distance rates.

Our  Leased  Lines  Network.  We also  lease  international  telephone  lines to
transmit  calls.  Our lease  agreements  obligate  the  carriers to complete the
transmission  of calls  routed by us to them at  different  rates for  different
countries and territories.

With  these  agreements,   we  have  access  to  more  than  241  countries  and
territories.  Leased  capacity is typically  obtained on a  per-minute  basis or
point-to-point  basis.  Our agreements are typically  one-year  agreements  with
30-day  cancellation  rights by  either  party.  Rates  are based on volume  and
adjusted  approximately  every 30 days.  Our rates  generally  decline as volume
increases.  We are dependent on these carriers to complete the  transmission  of
our calls, and the loss of one or more of them as a source for completion of our
calls could have a material adverse affect on us. However,  we believe there are
numerous  international  long  distance  carriers  that  transport  calls to the
countries  we desire to target  and we believe  we could  replace a carriers  if
lost.  If the rates of any  replacement  carrier  are  higher,  or our  existing
carriers raise their rates,  our profit margins would  decrease.  We may sell to
other long  distance  carriers  any excess line  capacity  we have.  Excess line
capacity  is the  remaining  capacity on our  telephone  lines not used by us to
transmit our own calls during any given month.

Our Third Party  Contracts.  Our  success  depends,  in part,  on our ability to
continue  to lease  long  distance  telephone  capacity  from  third  parties at
economic  rates to serve the foreign  countries we target.  It also depends,  in
part,  on our  ability to  maintain  our  contractual  relationships  with local
parties  completing the  transmission  of our calls in those  countries where we
have  Internet  gateways.  If we lose these  relationships,  we believe we could
replace them.  However,  it would cause a disruption of our business  until they
are replaced,  and the  replacement  leases or contracts may not be at favorable
rates or on terms.

Growth Strategy

While a large number of companies  specializing  in the conversion of voice data
to    digital    data    for    transmission     over    the    internet,     or
Voice-Over-Internet-Protocol,  have been formed in recent  years,  most focus on
the build out and development of international networks in the effort to capture
a high margin revenue base. We believe that in this very competitive  landscape,
offering many voice and data transmission  options,  leasing time (or purchasing
minutes)  on   Voice-Over-Internet-Protocol   networks  will  quickly  become  a
commodity  business,  as the various  competitors whittle margins to gain growth
and market share.

We intend to leverage  our  position in the  Internet  telephone  communications
market to make communications services readily available worldwide. Our strategy
includes the following key elements:

o    Promote our  services  through  direct  sales and  marketing  and,  through
     relationships  with resellers and leading Internet  hardware,  software and
     content companies.

o    In addition to  minutes-based  revenue,  we intend to pursue new  web-based
     revenue opportunities from banner and audio advertising.

o    Strengthen and enhance our brand recognition by cooperatively marketing our
     Internet telephone  communications services with leading companies in other
     market segments.

Many e-commerce sites have discovered the necessity of having a customer service
representative talk with potential buyers. However,  traditional 800 numbers are
still relatively expensive,  and require some effort on the part of the customer
to initiate the call. With our  "Phone-me-now"  technology,  a simple click of a
button will connect the customer  with the seller's  representative  at very low
rates.  To further lower  operating  costs, we are exploring joint ventures with
customer service centers in English speaking  countries where wages are lower to
make customer service more affordable for e-commerce companies.

Sales and Marketing

We have developed a marketing  strategy based on increasing  customer traffic to
our website and strengthening our brand name.

Internet  Advertising.  We have taken a selective  approach  in our  advertising
strategy.  We attempt to maximize the return from  promotional  expenditures  by
choosing advertising media based on the cost relative to the likely audience and
ability to generate increased traffic for our website. We identify a country and
customer group to whom we desire to market our virtual calling cards.

We place  advertisements  on various  websites and Internet  portals  frequently
visited  by  this  customer  group  in  the  United  States  and  abroad.  These
advertisements  usually  take the form of banner ads that  encourage  readers to
click  through  directly  to  our  website.   We  believe  that  placing  banner
advertising  on these  websites  and  portals  may  significantly  increase  our
targeted exposure to prospective customers and increase our name identity.

Customer Electronic Mail Broadcasts. We actively market to our base of customers
through e-mail broadcasts,  which is an electronic form of mass mailing. All new
virtual  calling  card  purchasers  are  automatically  added to our  electronic
mailing list. We e-mail messages on a periodic basis to our customers announcing
new rates, new countries, new products and new features.

Electronic  Mail to Select Mailing Lists.  We also deliver e-mail  broadcasts to
certain select mailing lists from time to time announcing pertinent information,
including the addition of a new country, new products and rates.

Other Methods. We will continually review other potential cost-effective methods
of  advertising  and marketing  our products and services  through the Internet.
Such  methods may include the use of an  affiliate  program,  chat rooms,  video
e-mail and other methods.

Customer Support and Service

We believe that our ability to establish  and maintain  long-term  relationships
with our customers and encourage repeat purchases is dependent,  in part, on the
strength of our customer support and service  operations and staff. Our customer
support and service personnel are available Monday through Friday from 8:00 a.m.
to 9:00 p.m.  Pacific  Standard  Time and Saturday  from 10:00 a.m. to 6:00 p.m.
Pacific  Standard Time, via  telephone.  In addition,  we provide e-mail support
staff  24  hours  a day,  seven  days a week.  These  services  include  pre and
post-sales support for orders and usage of our products and our customer service
department responds immediately.

Our website has been designed around industry  standard  architectures to reduce
downtime  in the event of  outages  or  catastrophic  occurrences.  Our  website
provides 24 hour a day, seven days a week  availability.  Our website operations
staff  consists of systems  administrators  who manage,  monitor and operate our
website.  The continued  uninterrupted  operation of our website is essential to
our business,  and it is the job of the site operations staff to ensure,  to the
greatest extent  possible,  the  reliability of our website.  We provide our own
connection to the Internet through voice and data network services provided by a
company  named Global  Crossing.  We believe that these  telecommunications  and
Internet  service  facilities  are  essential to our operation and we anticipate
upgrading these facilities as volume and demand for our service grow.


Technology

We  use  a  combination  of  our  own  proprietary  software   applications  and
commercially available licensed technology to conduct our Internet and telephone
routing operations.

Proprietary  Technology.  We have developed  proprietary customer software which
permits a customer to purchase  and  receive  our virtual  calling  cards on our
website by using a credit  card.  We have also  developed  proprietary  customer
software to allow our world access virtual  calling cards and phone collect PINs
to initiate calls through regular telephone lines using our website and enhanced
services platform.  We have also developed various  proprietary credit and fraud
management applications, which aid us in checking credit and limiting fraudulent
transactions.

Our engineering staff consists of software development engineers and consultants
employed by our wholly  owned  subsidiary  in Sri Lanka.  We  historically  have
developed and expect to continue to develop proprietary software internally. Our
engineering  strategy focuses on the development of our website,  which includes
the  enhancement  of  features  and   functionally  of  our  existing   software
components,  the  development  of additional  new software  components,  and the
integration of off-the-shelf components into our systems.

Commercially  Available  Licensed  Technology.  Our  strategy  has also  been to
license  commercially  available technology whenever possible rather than seek a
custom-made  or  internally-developed  solution.  We believe that this  strategy
enables us to reduce our operating costs and to respond to changing  demands due
to growth and  technological  shifts.  This strategy also allows us to focus our
development  efforts on creating  and  enhancing  the  specialized,  proprietary
software applications that are unique to our business.  Listed below are some of
our key architectural components:

o    Multiple  High speed links (10 megabits per second or greater  each) to the
     Internet;

o    Clustered Servers for web and data base  applications  running Windows 2000
     Server, Linux and Microsoft SQL Server 2000;

o    Microsoft  Internet  Information Server 5.0 has been chosen for its ability
     to secure sensitive customer information through SSL encryption; and

o    Microsoft SQL Server 2000 is a relational database.  All customer names and
     addresses,  PINs,  number of  purchases  and call  records  are secured and
     stored within this database.

We depend on Internet service providers to provide Internet access to us and our
customers.  The parties responsible for completing the transmission of our calls
in foreign countries also rely on local Internet service providers for access to
the Internet in their  countries.  If we lost our  connection  with our Internet
service  providers,  we could not sell our  virtual  calling  cards  through our
website,  and web initiated calls could not be made by our customers,  until the
connection was  reestablished.  If a local party  responsible for completing the
transmission of our calls in a foreign country loses its Internet connection, we
could not route calls over the Internet to that destination until the connection
was  reestablished.  These  failures  could cause us to lose  customers  and our
ability to sell virtual calling cards and telephone services would be affected.

Our  customers  also  rely on  Internet  service  providers  for  access  to the
Internet.  If our  customers  cannot  access  Internet,  they cannot  access our
website to purchase virtual calling cards or make web initiated calls.

Government Regulation

Regulation of the Internet.  The United States  Congress and the Federal  courts
have taken  actions  that,  in some cases impose some forms of regulation on the
Internet, and in other cases protect the Internet from regulation. This includes
restrictions on some forms of content placed on the Internet.  These regulations
have had mixed  success  in the  Federal  courts.  Conversely,  Congress  passed
legislation  in 1998 that imposed a three-year  moratorium on the  imposition of
new taxes on Internet  transactions.  At the same time,  numerous new bills have
been proposed that would further regulate various aspects of Internet  commerce,
and ensure the continued deregulation of others. It is impossible to say at this
time whether and to what extent the Internet may  ultimately be regulated by the
United States government.

The European Union has also enacted several directives relating to the Internet,
including one permitting  European consumers to sue in their own country persons
from another country  retailing goods over the Internet.  On the other hand, the
G8 countries have recommended that digital products (such as our virtual calling
cards)  should be exempt from all import  taxes and custom  duties.  As with the
United States  Congress,  the European Union,  and the governments of individual
foreign  countries,  are actively  considering  propose  legislation  that could
result in new regulations on the Internet.  Increased regulation of the Internet
may decrease its growth,  which may negatively impact the cost of doing business
via the Internet or otherwise materially adversely affect our business,  results
of  operations  and  financial  condition.  In  addition,  applicability  to the
Internet  of  existing  laws  governing  issues  such  as  property   ownership,
copyrights and other  intellectual  property issues,  taxation,  jurisdiction to
sue, libel,  obscenity and personal  privacy is uncertain.  The vast majority of
such laws were adopted prior to the advent of Internet and related technologies.
As a result,  these laws do not  contemplate or address the unique issues of the
Internet and related technologies.

Potential  Regulation  of  Internet  Telephony.  To  our  knowledge,  there  are
currently no domestic and few  international  laws or regulations  that prohibit
the transmission of voice  communications  over the Internet.  If Congress,  the
FCC,  state  regulatory  agencies  or  governments  of  other  countries  impose
substantial  regulations  relating  to  Internet  telephony,  the  growth of our
business could be adversely affected. In the United States, several efforts have
been made to enact federal legislation that would either regulate or exempt from
regulation  telecommunication  services provided over the Internet. State public
utility  commissions  may also attempt to regulate the  provision of  intrastate
Internet  telephony  services.  In late 1998 and early  1999,  however,  the FCC
issued two decisions that suggest that all  transmissions  over the Internet may
be jurisdictionally  interstate, and these decisions may restrict the ability of
state public  utility  commissions  to regulate  Internet  telephony.  Recently,
however,  a Colorado court ruled that Internet telephone service companies would
be subject  to payment of  originating  and  terminating  access  charges to the
incumbent  provider.  Imposition of such charges on our services  would increase
our  costs.  Internationally,  a number of  countries  that  currently  prohibit
competition in the provision of voice  telephony have also  prohibited  Internet
telephony. Other countries permit but regulate Internet telephony.

On  April  10,  1998,  the FCC  issued  a  Report  to  Congress  concerning  its
implementation  of the universal  service  provisions of the  Telecommunications
Act. In the Report,  the FCC  indicated  that it would  examine the  question of
whether  any  forms  of   "phone-to-phone"   Internet  Protocol   telephony  are
information services,  which are unregulated,  or  telecommunications  services,
which are fully regulated. The Report noted that the FCC did not have, as of the
date  of the  Report,  an  adequate  record  on  which  to make  any  definitive
pronouncements.  The FCC did, however,  note that the record before it suggested
that some forms of  phone-to-phone  Internet  telephony  appear to have the same
functionally as non- Internet Protocol telecommunications services.

While  the FCC found  that it needed a more  complete  record to  establish  new
rules,  it  tentatively  concluded  that  providers of  phone-to-phone  Internet
telephony  services should be treated like other providers of telephone service.
This means that they should be required to make payments into Federal  universal
service subsidy programs.  To date, the FCC has taken no further action, and has
not imposed this  obligation on Internet  telephony  providers.  It may do so at
some time in the  future,  however,  and such a  decision  could have a material
adverse effect on our business,  increasing our costs, and the price at which we
can offer our Internet telephony services.

Regulation of Leased Lines and Carriers.  When we lease long distance  telephone
capacity from third-party carrier, we rely on them to comply with local laws and
regulations. We have no control over the manner in which these companies operate
in these  countries.  Foreign  regulatory,  judicial,  legislative  or political
entities may raise issues regarding the compliance of these companies with local
laws or regulations, or limit their ability to carry our calls.

State Laws.  Several states have also proposed  legislation that would limit the
uses of personal user information  gathered online or require online services to
establish privacy policies.  Changes to existing laws or the passage of new laws
intended  to address  these  issues  could  reduce  demand for our  services  or
increase  the cost of doing  business.  In  addition,  because our  services are
accessible  worldwide,  and we facilitate the sale of goods to users  worldwide,
other jurisdictions may claim that we are required to comply with their laws. We
are qualified to do business in Nevada, Florida, Colorado,  California and Texas
only,  the failure by us to qualify as a foreign  corporation  in a jurisdiction
where we are required to do so could  subject us to taxes and  penalties for the
failure to qualify and could  result in our  inability  to enforce  contracts in
such jurisdictions.  Any such new legislation or regulation,  or the application
of laws or regulations from  jurisdictions  whose laws do not currently apply to
our business,  could have a material  adverse effect on our business,  financial
condition and operating results.

Sales  Taxes.  We do not  currently  collect  sales or other  similar  taxes for
virtual calling cards or other services sold through our website, other than for
virtual calling sold to Texas residents. However, one or more states may seek to
impose sales tax or similar  collection  obligations on out-of-state  companies,
such as ours, which engage in Internet commerce. A number of proposals have been
made at the state and local level that would impose additional taxes on the sale
of goods and services through the Internet.  Such proposals,  if adopted,  could
substantially  impair the growth of online commerce,  and could adversely affect
our opportunity to derive financial  benefit from such activities.  Moreover,  a
successful assertion by one or more states or any foreign country that we should
collect sales or other taxes on the sale of virtual calling cards or services on
our system could have a material adverse effect on our operations.

Legislation  imposing a moratorium  on the ability of states to impose new taxes
on Internet-based transactions was passed by the United States Congress in 1998.
The tax moratorium  was in effect until October 2001 but  moratorium  expires at
the end of its  three-year  term,  there can be no assurance that the moratorium
could allow various states to impose new taxes on Internet-based  commerce.  The
imposition of such taxes could have a material  adverse  effect on our business,
financial condition and operating results. The same legislation that imposed the
moratorium also established an Advisory  Commission to consider methods by which
states could impose sales taxes on Internet transactions.

Competition

With  respect to prepaid  calling  cards,  we compete  with many of the  largest
telecommunications  providers,  including AT&T, MCI WorldCom,  Qwest and Sprint.
These companies are substantially larger and have greater financial,  technical,
engineering,  personnel and marketing  resources,  longer  operating  histories,
greater name  recognition  and larger customer bases than we do. We also compete
with smaller,  emerging  carriers in the prepaid calling card market,  including
Net2Phone,  IDT Corp.  and Delta  Three  Corp.  We may also  compete  with large
operators in other countries.  These companies may have larger, more established
customer bases and other competitive advantages. Deregulation in other countries
could also result in significant  rate  reductions.  We believe that  additional
competitors  will be attracted to the prepaid  card  market.  These  competitors
include Internet-based service providers and other telecommunications companies.
Competition  from existing or new  competitors  could  substantially  reduce our
revenues from the sale of these cards. A general  decrease in  telecommunication
rates charged by international long distance carriers could also have a negative
effect on our operations.

An  increasing  number of large,  well-capitalized  companies  are  entering the
market for Internet telephony products and services.  As a result, we may not be
able to compete  effectively with our competitors in this market, or to increase
our customer base. Various major long distance  providers,  including AT&T, Bell
Atlantic  Corporation and Deutsche Telekom AG, as well as other major companies,
including Motorola,  Inc., Intel Corporation and AOL-Time Warner, Inc., have all
entered  or plan to  enter  the  Internet  telephony  market,  in some  cases by
investing  in  companies  engaged  in  the  development  of  Internet  telephony
products.  Our  competitors  also  include  a  number  of  companies  that  have
introduced   services  that  make  Internet  telephony  solutions  available  to
businesses and consumers.  Net2Phone, Delta Three, ITXC Corp., iBasis, Inc., and
MCI WorldCom  provide a range of Internet  telephony  services to consumers  and
businesses  that are  similar  to the ones we offer.  Several  other  companies,
including AT&T, Sprint and Qwest Communications,  have announced their intention
to  offer  these  services  on a wider  bases  in both  the  United  States  and
internationally.

In  addition,  we compete in the market for  Internet  telephone  services  with
companies  that  produce  software  and  other  computer  equipment  that may be
installed on a user's computer to permit voice communications over the Internet.
Current Internet  telephony  products include  VocalTec  Communications,  Ltd.'s
Internet Phone,  QuarterDeck  Corporation's WebPhone and Microsoft's NetMeeting.
Also,  a number  of large  companies,  including  Cisco  Systems,  Inc.,  Lucent
Technologies,  Inc.,  Northern Telecom Limited,  Neura  Communications,  Clarent
Communications and Dialogic Corp. offer or plan to offer  server-based  Internet
telephony products. These products are expected to allow communications over the
Internet  between  parties using a multimedia PC and a telephone and between two
parties using telephones.

We believe that the  principal  competitive  factors  affecting our market in no
particular order are;

o     price and rates;
o     quality of transmission;
o     product accessibility and ease of use;
o     customer service;
o     brand recognition;
o     website convenience and accessibility;
o     targeted marketing directly to probable users of the services;
o     quality of search tools; and
o     system reliability.

Increased  competition may result in reduced operation  margins,  loss of market
share and  diminished  value in our brand.  We cannot assure you that we will be
able to  compete  successfully  against  current  and future  competitors.  As a
strategic response to changes in the competitive environment,  we may, from time
to time, make certain prices,  service or marketing  decisions that could have a
material  adverse  effect on our  business,  financial  condition  and operating
results.

New  technologies  and the  expansion  of  existing  technologies  may  increase
competitive  pressures by enabling our competitors to offer lower-cost services.
Certain web based  applications  that direct Internet  traffic to other websites
may channel users to services that compete with us. In addition,  companies that
control  access to  transactions  through  network  access or web browsers could
promote  our  competitors  or  charge us  substantial  fees for  inclusion.  The
occurrence  of any of these events could have a material  adverse  effect on our
business, financial condition and operating results.

Our New Product Lines

iDial Financial Services

iDial Financial Services plans to offer a reloadable debit card that can be used
at ATM's all  around the world.  It can be used to buy gas,  groceries  or other
items from merchants with debit card.

Fax Messaging

2Sendit.com  Inc. is an established  fax-messaging  provider for the information
dissemination  market.  Fax messaging is simply the process of  delivering  mass
mailings  via  facsimile.  Due to  today's  desire  for  immediate  delivery  of
information,  fax messaging  has become a popular  means to deliver  information
quickly.

Fax Messaging has emerged as a low cost source of communication for companies to
get a message out, where messages  range from  newsletters to restaurant  menus.
Fax messaging has proven to a less expensive than traditional mail.  Traditional
mail remains as a popular choice for getting a message out, however,  with costs
of postage,  envelope and printed material all necessary pieces,  today's budget
constraints  find that  these  expenses  limit the  number  of  recipients.  Fax
messaging  provides a low cost,  high volume method of getting the same material
out of the  recipients.  An  underlying  benefit is that the  results are almost
immediate.  While a traditional mail piece may take up to a week to deliver, fax
messaging  usually  takes  less  than an hour to reach  the same  audience.  Fax
messaging also has a cost related only to completed  messages.  With traditional
mail,  the cost is paid up front and there are no refunds for lost mail,  unused
postage, or damaged material.

Products

Fax  messaging  is simply the  ability  to send a message  via  facsimile  to an
intended  recipient.  Customer normally provide a recipient list, however, we do
provide  lists  for some  customers.  We do offer  additional  services  such as
database management, fax removal, and limited email messaging.

Growth Strategy

While several fax  messaging  companies  have emerged in the recent years,  many
others  have been  unable to sustain  volume and have  subsequently  merged with
competitors.  We have chosen to maintain a slow growth cycle by adding customers
through new advertising and marketing.  We offer highly  competitive rates along
with the capacity to complete jobs in a timely manner.

We use the following websites as a primarily method of advertising:

a)    www.2sendit.com
b)    www.2faxit.net
c)    www.2faxitnow.com
d)    www.mailing-solutions.com

2sendit.com is also researching the possibility of merging with competitors as a
method of growing the business.

Technology

2sendit.com  uses licensed  software along with both Dialogic and Brooktrout fax
cards.  These cards are  connected to third party high capacity  digital  lines.
This technology allows the mass transmission of faxes through each fax server.

Governing Laws

While the laws of each state are changing daily,  most of the governing laws are
federal.  2sendit.com  works with each  municipality  to make sure that it is in
full  compliance  with these  changing  laws.  2sendit.com  makes sure that each
transmission  has the required pieces of information on it before  sending.  The
federal laws require that each fax have the sender  information as well a method
for removal.


     PROPRIETARY  TECHNOLOGY.  We  use a  combination  of  our  own  proprietary
software applications and commercially  available licensed technology to conduct
Internet  and  telephone  routing  operations.  We  have  developed  proprietary
software  which  permits a customer  to purchase a virtual  calling  card on the
website  using a credit  card  and to have  the  virtual  calling  card  account
activated  while on the website.  Also  proprietary are various credit and fraud
management  applications,  which aid in checking credit and limiting  fraudulent
transactions.  Additionally,  we have developed proprietary software that allows
for the real-time provisions of customers on the network using a credit card and
have immediate access to multiple accounts and services serving the wireless and
residential/soho markets.

     FINANCING PLANS. For information, please see Item 6 of Part II Management s
Discussion and Analysis.

     POSSIBLE  GROWTH  THROUGH  ACQUISITIONS.  We will seek to grow our business
through  acquisitions of other companies in our business or a rebated  business.
We review  acquisition  candidates  from time to time. If a candidate  meets our
criteria, we may elect to acquire it using cash, Common Stock, or combination of
both.

     EMPLOYEES.  As of December 31, 2001,  we had 18 full-time  and 10 part-time
employees.  None of our employees are  represented by a labor union. We have not
experienced any work stoppages and consider our employees relations to be good.

     OUR FUTURE  PERFORMANCE  depends  in  significant  part upon the  continued
service of our key technical and senior management  personnel,  none of whom are
bound by an employee agreement requiring service for any defined period of time.
The loss of services of one or more of our key  employees  could have a material
adverse effect on our business,  financial condition and operating results.  Our
future success also depends in part upon our continued ability to attract, hire,
train  and  retain  highly   qualified   technical  and  managerial   personnel.
Competition  for such personnel is intense and there can be no assurance that we
can retain our key personnel in the future.

     YEAR 2000/2001.  We have not experienced any "Year 2000/2001"  technical or
computer  deficiencies or compliance issues to date,  including  problems of our
vendors or suppliers that might indirectly have effected the productivity of our
Company.



                        ITEM 2. DESCRIPTION OF PROPERTY.

     We maintain our administrative  offices at 10800 E Bethany Drive, Suite 380
Denver,  CO.  80014.  The  facilities  are used by our wholly  owned  subsidiary
2Sendit.com. The office site is approximately 1,500 square feet where the rental
is  approximately  $1,340 per month. The facility is leased for two years ending
September 30, 2003. We maintain a facility of approximately 1,000 square feet at
5825 Sunset Blvd., Suite 116, Hollywood, CA 90028. The rent for this facility is
approximately  $925 per  month  and is  leased  on a  month-by-month  basis.  We
maintain a facility at 2204  Timberloch  Place Suite 225, The  Woodlands,  Texas
77380 for use by iDial Networks, Inc. and iDial Financial Services. The facility
is approximately 1,800 square feet. The rent is approximately  $2,300 per month.
The lease expires in August 2003.  We maintain a facility in Colombo,  Sri Lanka
of approximately  2,500 square feet. The rent is approximately  $1,500 per month
and is used as a customer  service and R&D staff  facility.  We believe that our
space is adequate for our current needs.  As we expand,  we expect that suitable
additional space will be available on commercially reasonable terms, although no
assurance can be made in this regard. We also believe our property is adequately
covered by insurance.


                           ITEM 3. LEGAL PROCEEDINGS.

We occasionally  become involved in litigation  arising out of the normal course
of business. There are no legal proceedings against us at this time.

In April 2002 we instituted legal proceedings against the former Whoofnet, Inc.,
a Florida corporation.  We have alleged that the former Whoofnet,  Inc. violated
certain terms of the Merger and  Acquisition  Agreement dated August 7, 2000 and
are seeking  damages  resulting from those  violations.  No prediction as to its
outcome can be made.



          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


     (A) MARKET  INFORMATION.  The Company has one class of  securities,  Common
Voting Equity Shares ( Common Stock ). As of the date of this Annual Report, the
securities  of the  Company may be traded  over the  counter,  but the market is
young and sporadic. Quotations for, and transactions in the Securities so traded
are capable of rapid  fluctuations,  resulting  from the influence of supply and
demand on relatively  thin volume.  There may be buyers at a time when there are
no  sellers,  and sellers  when there are no buyers,  resulting  in  significant
variations of bid and ask  quotations by  market-making  dealers,  attempting to
adjust  changes  in demand  and  supply.  A young  market  is also  particularly
vulnerable to short selling , sell orders by persons  owning no shares of stock,
but  intending to drive down the market price so as to purchase the shares to be
delivered at a price below the price at which the shares were sold short .

     Of the Company's issued and outstanding  88,118,554  shares of Common Stock
as of December 31, 2001, all shares,  subject to an exception for the 59,027,914
shares owned by affiliates of the Company, might be presently sold in compliance
with Rule 144, in brokerage  transactions,  at such time as there may be trading
in the common stock of this  Company.  Rule 144 provides  among other things and
subject to certain limitations that a person holding Restricted Securities for a
period of two years,  who is not an  affiliate  of the  Company,  may sell those
securities,  free of  restriction  in brokerage  transactions.  Further,  shares
issued  pursuant  to 1933 Act  Registration,  again  subject to  exceptions  for
affiliate  ownership,  are not Restricted  Securities and are freely tradable in
brokerage   transaction.   Affiliates   are   permitted  by  Rule  144  to  sell
affiliate-owned securities (Restricted Securities held for more than on year and
Registered  Affiliate Control  Securities however long held) in limited amounts.
Possible  or  actual  sales of the  Company  s Common  Stock  under  Rule 144 or
otherwise might have a depressive  effect upon the price of the Company s Common
Stock,  at such time,  if and when the  common  stock of this  Company  might be
tradable in brokerage transactions.

     Our Common Stock is quoted Over-The-Counter on the Bulletin Board ( OTCBB).
The Companys trading symbol is IDNW.

     Period     High  bid     Low  bid
     ------     ---------     --------
     1st  2000     3.50          0.76
     2nd  2000     2.03          0.53
     3rd  2000     0.94          0.34
     4th  2000     0.44          0.05

     1st  2001     0.16          0.02
     2nd  2001     0.13          0.03
     3rd  2001     0.08          0.03
     4th  2001     0.05          0.03

     1st  2002     0.04          0.01

The foregoing price information is based upon inter-dealer prices without retail
mark-up,  markdown or commissions and may not reflect actual transactions and is
adjusted for 2-to-1 split effective in November 2000.

     (B) HOLDERS.  Management  calculates that the approximate number of holders
the Company s Common Stock, as of December 31, 2001 was 2,723.

     (C)  DIVIDENDS.  No cash  dividends  have been paid by the  Company  on its
Common Stock and no such payment is anticipated in the foreseeable future.

     (D) SALES OF UNREGISTERED COMMON STOCK IN 2001. None.

        ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     We were incorporated in May 1997 as a Nevada Limited Liability  Corporation
as WoodComm  LLC. In April 1999  WoodComm LLC was  reorganized  from an LLC to a
Nevada Corporation WoodComm International, Inc. (WCI).

     In December 1999, Desert Springs  Acquisition  Corporation (Desert Springs)
acquired all of the issued and outstanding  common shares of WCI in exchange for
30,930,000  shares of common stock of Desert  Springs.  For financial  reporting
purposes,   the  business   combination  was  accounted  for  as  an  additional
capitalization of the Company (a reverse  acquisition with WCI as the acquirer).
WCI is considered  the surviving  entity.  The historical  financial  statements
prior to the merger are those of WCI. Desert Springs only assets and liabilities
consisted of a liability for $80,346.  The  liabilities  were not assumed in the
merger.

     In  January  2000,  Desert  Springs  Acquisition  Corp  moved  its state of
incorporation  to Nevada by merger  of the  Colorado  Corporation  with and into
iDial Networks, Inc. (a Nevada corporation).

     We   developed   an   international   Voice-Over-Internet-Protocol   (VoIP)
telecommunications  service  business.  In August  2000 we began to  expand  and
change over business  model.  In August 2000, the company  purchased an Internet
portal  and  marketing  company  Whoofnet.com.  In  November  2000  the  company
purchased   2sendit.com,   an  enhanced  service  provider   providing  enhanced
communications services. The Company owns 100% interest in both acquisitions and
has  consolidated  the  financial  position  and  results of  operations  in the
accompanying financial statements.

     GENERATION  OF  REVENUES:

We derive our revenues from two different  sources,  through the direct sales of
our  products  over the  Internet  and  through  our own direct  sales force and
secondly through the wholesale of our products and services through  independent
retail and  wholesale  channels of  distribution.  Revenues from the sale of our
phone card  products,  whether  sold  directly by us or through our  independent
retail and wholesale  channel,  are deferred and recognized as calling  services
are used.  All other  products  revenues  are  recognized  as the  product  upon
shipment and invoicing of the product to the customer.

All Internet sales of our products are made over the Internet  primarily through
credit card purchases.  We use credit card processing companies to verify credit
cards.



     Since inception,  we have incurred  significant  losses and, as of December
31, 2000, had an accumulated deficit of $19,299,751.  We expect operating losses
and negative  cash flow to continue  through at least the third quarter of 2002.
We expect to incur additional costs and expenses related to:

     -     marketing  and  advertising  related  to  product  sales  and  brand
           development;
     -     purchases of equipment for our operations and network infrastructure;
     -     the expansion of our telecommunications network into other countries;
     -     the  continued  development of our website transaction processing and
           network  infrastructure;
     -     development  and  improvement  of  additional  products and services;
     -     the  hiring  of  additional  personnel;  and
     -     the  payment  of  commissions  to  various  Internet  companies  for
           marketing  products  to  their  customers.

     We have a limited  operating  history on which to base an evaluation of our
business and  prospects.  You must also  consider our  prospects in light of the
risks,  expense and  difficulties  frequently  encountered by companies in their
early stage of development,  particularly  companies in new and rapidly evolving
markets such as e-commerce.  Such risks for us include,  but are not limited to,
an evolving  and  unpredictable  business  model and  management  of growth.  To
address  these  risks,  we must,  among other  things,  maintain  and expand our
customer  case,  implement and  successfully  execute our business and marketing
strategy, continue to develop and upgrade our technology and systems that we use
to  process  customers'  orders  and  payments,  improve  our Web site,  provide
superior  customer  service,  respond to competitive  developments  and attract,
retain and motivate qualified  personnel.  We cannot assure stockholders that we
will be successful in addressing such risks, and our failure to do so could have
a material adverse effect on our business,  prospects,  financial  condition and
results of operations.

     RESULTS  OF  OPERATIONS.  The  following  table  sets  forth  statement  of
operations data as a percentage of revenues for the periods indicated:

                                          Year ended
                                          December 31,
                                        ---------------
                                         2001     2000
                                        --------  -----
Total revenue ......................     100.0%   100.0%
Cost of sales ......................      80.3    101.5
                                         -----     ----

Gross margin .......................      19.7     (1.5)
Selling, general and administrative.     (38.4)  (435.6)
                                         -----     ----

Operating loss .....................     (18.7)  (437.1)
Interest expense ...................     (12.3)   ( 8.7)
                                        -------   ------

Net loss from continuing operations.     (31.0)  (445.8)
Loss from discontinued operations ..    (131.9)   (61.1)
                                        -------    -----

Net loss ...........................    (162.9)% (506.9)%
                                        ========   ======



Year  Ended  December  31,  2001  Compared  to  Year  Ended  December  31, 2000.

Years ended December 31, 2001 and 2000

REVENUE.  Revenue  increased to $5,729,286  for the year ended December 31, 2001
from  $1,796,897  million  for 2000 as a result of the growth of our network and
retail  customer  base as well as  including  a full  year of  revenue  from the
operations of 2Sendit.com of  $1,871,606.  This  represents a 219% increase over
2000 as a result of this growth.

COST OF SALES. Cost of Sales.  Cost of sales consists  primarily of the costs of
termination of long distance traffic over our networks and the wholesale cost of
products  purchased  for resale by us.  Cost of sales  increased  to  $4,598,196
(including  $262,014 of depreciation)  for the year ended December 31, 2001 from
$1,825,704  (including  $218,370  of  depreciation)  for 2000.  This  $2,772,492
increase was primarily attributable to our increased sales volume in both retail
and  wholesale.  Gross  profit was 19.7 in 2001  compared  to a gross  profit of
(1.5%) in 2000.  This  increase  was  primarily  attributable  to an increase in
margins on the VoIP calling  services as a result of increased volume and vendor
competition.  We expect the dollar amount of cost of sales to increase in future
periods to the extent that our sales volume increases.

Selling,   general  and  administrative  expenses  consist  of  advertising  and
promotional  expenditures,  payroll  and  related  expenses  for  executive  and
administrative personnel,  facilities expenses,  professional services expenses,
travel and other general corporate expense.  Selling, general and administrative
expenses  decreased  to  $1,701,235  for 2001 from  $7,558,248  for 2000.  These
expenses  for 2000  included a non-cash  charge of  $6,293,205  for the value of
stock  issued at fair market value to officers and  directors  for  compensation
$1,754,884 and to various consultants for services  $4,538,321.  The decrease in
stock  based  compensation  was  partially  offset by  increases  in payroll and
benefits of approximately $550,000. Selling, general and administrative expenses
are expected to decrease as a percentage  of revenue in future  periods  because
our existing  company  infrastructure  will allow increases in revenues  without
having to  incrementally  add  overhead.  However,  we expect these  expenses to
increase in absolute dollars as we continue to pursue  advertising and marketing
efforts,  expand our network termination  locations worldwide,  expand our staff
and incur  additional  costs  related to the growth of our  business and being a
public company.

Interest  expense  increased  approximately  $550,000 or 349% as a result of the
interest accrual and the amortization of the discount on the convertible debt.

The loss on the disposal of the discontinued  operations increased approximately
$6.5 million as a result of the write-off of the related assets. The actual loss
from operations was $930,480 compared to $1,099,000 for the years ended 2001 and
2000, respectively.

NET LOSS. We incurred a net loss of $9,329,444  for the year ended  December 31,
2001 as compared to $9,115,496  for 2000.  The net loss for 2001 was affected by
loss on the disposal of the  discontinued  operations  of Whoofnet of $7,558,632
and interest expense of $703,320,  as described above. The net loss for 2000 was
affected by non-cash charges of $ 6,293,205 and interest expense of $156,630.

INCOME TAXES. As of December 31, 2001, we had  approximately  $19,299,751 of net
operating  loss carry  forwards for federal  income tax  purposes,  which expire
beginning in 2011. We have provided a full  valuation  allowance on the deferred
tax asset, consisting primarily of net operating loss carry forwards, because of
uncertainty regarding its future reliability.  Limitations on the utilization of
these carry forwards may result if we experience a change of control, as defined
in the Internal Revenue Code of 1986, as amended,  as a result of changes in the
ownership or our common stock.

RECENT DEVELOPMENTS.  As part of an ongoing Company  restructuring  program, the
Company  has merged its Dallas  operations  with its  operation  in Denver,  Los
Angeles  and  Houston.  The Company  expects to save  $250,000 in 2001 from this
merger. The Dallas facility was closed on February 28, 2001.

The Company has a dispute with one of its telecommunication carriers. During the
third  quarter  2000,  the company  entered into an initial  promissory  note of
$436,920 and through  December 31, 2001 had paid $109,230  against the note. The
carrier  was  notified  of a  discrepancy  in  billed  rates  and that they were
overcharging the Company. In an effect to fixed this problem, payments continued
through  December 2000, but with no rate remedy in the near future,  the Company
discontinued payments in January 2001 and has since received a Letter of Default
for the remaining balance due. The Company is seeking legal advice on filing for
a legal  remedy  against  the  carrier to honor  contracted  rates.  The Company
believes  the rates were  between 20% and 30% too high.  The Company has taken a
conservative  approach and has  recorded  the full  liability as of December 31,
2001.

In July 2001,  the Company  decided to shift the main sales  focus of  Whoofnet,
Inc.  to our SMS  and WAP  wireless  phone  services  in  Europe.  Whoofnet  was
ineffective  in seeking  revenues for our products and  subsequently  management
decided  to  cease  all  Whoofnet  operations  in Q4  2001.  Upon  cessation  of
operations the company  determined that all assets and goodwill of Whoofnet were
either impaired or otherwise  unable to function and has written down the entire
value of asets and  goodwill of Whoofnet.  The Company is  currently  seeking to
reclaim the impaired assets of Whoofnet.

Liquidity and Financial Position

As of  December  31,  2001,  we had  approximately  $381,803  of cash  and  cash
equivalents. As of that date, our principal commitments consisted of obligations
under leases and contracts for long distance transmissions.

Net cash  provided  by  operating  activities  was  $131,717  for the year ended
December 31, 2001  compared to cash used in operating  activities of $723,441 in
2000.  Net cash  provided by operating  activities  for 2001 and 2000  primarily
consisted of net operating  losses as well as increases in other assets,  offset
by depreciation and amortization, non-cash charges for stock issued for services
and compensation,  increases in accounts  payable,  accrued expenses and accrued
interest  as  well  as a loss  on  the  disposal  of  assets  from  discontinued
operations.

Net cash from (used in) investing  activities  consists of additions to property
and  equipment,  including  computer  equipment,  cash  from  acquisitions,  fax
equipment and internet  gateways for voice over the Internet  transmission.  Net
cash from  (used in)  investing  activities  was  $(201,622)  for the year ended
December 31, 2001 and $103,002 in 2000.

Net cash  provided by (used in) financing  activities  was $384,298 for the year
ended  December  31,  2001 and  676,368  for 2000.  Net cash  used in  financing
activities  for 2001 was  impacted  by an  increase  in  stockholder  loans  and
proceeds from the issuance of common stock.

iDial  currently  is in  the  process  of  raising  the  necessary  capital  for
continuing its growth through the following activities:

1.   Bank Loan - we expect to close on a facility  that  provides the  necessary
     capital for continuing operations.  Negotiations are currently taking place
     to secure the loan.

In July  2001,  we  issued an 8%  convertible  note in the  principal  amount of
$750,000 to an unrelated  investor,  Laurus  Master  Fund,  Ltd. Net proceeds of
$610,750 (after legal fees of $61,500,  a fund managers fee of $75,000 and other
expenses of $3250) is being used to fund working capital and expansion.

The company  commenced a review of its operations in January 2001 and instituted
a program to consolidate  the  operations and reduce or eliminate  redundant and
certain other costs.  Included in such costs are the expenses  related to office
facilities  (approximately  $14,000 per month),  internet  charges and telephone
line expenses (approximately $4,000 per month), and the elimination of outsource
mail server costs  (approximately  $25,000 per month). In addition,  the company
reduced  payroll and related fringe  benefits costs  (approximately  $12,000 per
month) and renegotiated its carrier agreement in June 2001 to reduce the related
costs 14%.

The company  believes  that the current cash on hand is  sufficient to allow the
company to sustain its current operations.  However,  without additional funding
of $1,000,000,  the company believes that it will not generate net income during
fiscal year 2002. As described  above, the company is discussing the possibility
of  additional  financing.  The company also  anticipates  quarterly  revenue of
$1,300,000 or more on a going forward basis, which will allow the company's cash
flow to improve.

We do not have existing  capital  resources or credit lines  available  that are
sufficient to fund our operations and capital  requirements as presently planned
over the next twelve months. We are actively  pursuing  additional funds through
the issuance of debt and/or equity  instruments.  Currently,  we are  discussing
with Laurus  Master  Fund,  Ltd.  the  possibilities  of  additional  financing.
However,  no formal  agreements have been reached and no assurances can be given
that such financing will be forthcoming.

     Recently Issued Accounting Pronouncements

The Company  does not believe  that any  recently  issued but not yet  effective
accounting  standards,  have a  material  effect on the  Company's  consolidated
financial position, results of operations or cash flows except for the effect of
adoption of SFAS No. 142,  "Goodwill  and Other  Intangible  Assets"  ("SFAS No.
142")  which  effect has not yet been  determined.  SFAS No. 142  addresses  the
financial  accounting and reporting for acquired  goodwill and other  intangible
assets.  It addresses how intangible  assets that are acquired  individually  or
with a group of other assets (but not those acquired in a business  combination)
should be accounted for in financial statements upon their acquisition. SFAS 142
also addresses how goodwill and other intangible  assets should be accounted for
after they have been  initially  recognized  in the  financial  statements.  The
Company will be adopting the provisions of this new standard  beginning with the
first quarter of 2002.

During  June 2001 SFAS No. 141,  "Business  Combinations"  ("SFAS No.  141") was
released.  This  standard  addresses  financial  accounting  and  reporting  for
business  combinations.  All business  combinations within the scope of SFAS 141
are to be accounted for using one method - the purchase  method.  The provisions
of SFAS 141 apply to all business  combinations  initiated  after June 30, 2001.
Use of the pooling - of - interests  method for those business  combinations  is
prohibited. It also applies to all business combinations accounted for using the
purchase method for which the date of acquisition is July 1, 2001 or later.


                                  RISK FACTORS

     You  should  carefully  consider  the  following  factors  as well as other
information  contained in this prospectus before deciding to invest in shares of
our securities.

Risks Relating to our Business:

We have a history of losses, which may continue, requiring us to seek additional
sources of capital, which may not be available, requiring us to curtail or cease
operations.

WE INCURRED NET LOSSES FROM  CONTINUING  OPERATIONS OF $1,770,812 AND $8,016,496
FOR THE FISCAL YEARS ENDED DECEMBER 31, 2001 AND 2000,  RESPECTIVELY.  WE CANNOT
ASSURE YOU THAT WE CAN ACHIEVE OR SUSTAIN PROFITABILITY ON A QUARTERLY OR ANNUAL
BASIS IN THE FUTURE.  IF REVENUES  GROW MORE  SLOWLY THAN WE  ANTICIPATE,  OR IF
OPERATING EXPENSES EXCEED OUR EXPECTATIONS OR CANNOT BE ADJUSTED ACCORDINGLY, WE
WILL CONTINUE TO INCUR LOSSES. IN ADDITION,  WE MAY REQUIRE  ADDITIONAL FUNDS TO
SUSTAIN AND EXPAND OUR SALES AND MARKETING ACTIVITIES, RESEARCH AND DEVELOPMENT,
AND OUR STRATEGIC ALLIANCES,  PARTICULARLY IF A WELL-FINANCED COMPETITOR EMERGES
OR IF THERE IS A RAPID TECHNOLOGICAL SHIFT IN THE  TELECOMMUNICATIONS  INDUSTRY.
THERE CAN BE NO  ASSURANCE  THAT  FINANCING  WILL BE  AVAILABLE IN AMOUNTS OR ON
TERMS ACCEPTABLE TO US, IF AT ALL. THE INABILITY TO OBTAIN SUFFICIENT FUNDS FROM
OPERATIONS OR EXTERNAL SOURCES WOULD REQUIRE US TO CURTAIL OR CEASE OPERATIONS.

The Telecommunications And Internet Telephony Markets Are Highly Competitive And
Our Failure To Compete Effectively Could Result in Additional Losses.

     With  respect  to  prepaid  calling  cards,  we  compete  with the  largest
telecommunications  providers in the United States, as well as smaller, emerging
carriers.  We may also  compete  with large  operators  in other  countries.  An
increasing number of large,  well-capitalized  companies are entering the market
for Internet telephony products and services. These competitors include a number
of  companies  that  have  introduced  services  that  make  Internet  telephony
solutions  available  to  businesses  and  consumers,   and  that  permit  voice
communications  over the Internet.  Many of our  competitors  are  substantially
larger  and  have  greater  financial,  technical,  engineering,  personnel  and
marketing resources,  longer operating  histories,  greater name recognition and
larger customer bases than we do.  Competition  from existing or new competitors
could reduce our revenues from the sale of our virtual prepaid calling cards and
other  services.  A general  decrease  in  telecommunication  rates  charged  by
international  long distance  carriers could also have a negative  effect on our
operations. Our ability to compete also depends on our ability to anticipate and
adapt   to   rapid   technological   and   other   changes   occurring   in  the
telecommunications  industry. We may not be able to compete successfully against
current or future  competitors,  and competitive  pressures could  significantly
harm us, resulting in more significant financial losses.

We Have  Experienced  Delays  In  Upgrading  Our  Platforms  In The Past And May
Experience Delays In The Future.

     In the past, we have  experienced  delays when we have tried to upgrade our
platform.  If there are  significant  delays when  upgrading our platform in the
future  with  respect  to  developing  new  products,  we may elect to abandon a
potential  product or service in favor of one that can be timely  developed on a
cost  effective  basis.  There  can be no  assurances  that we can  successfully
develop the software to enable us to offer new  products or  services.  This may
lead to losses  incurred  from  abandoning  a product  or  service  that we have
previously expended money to develop.

If we are not  able to  identify,  develop,  assemble,  market  or  support  our
products successfully or respond effectively to technological changes or product
announcements by competitors, we may not remain competitive.

     Rapidly changing technology and new product introductions  characterize the
markets for our products.  Accordingly,  we believe that our future success will
depend on our ability to enhance our existing products and to develop or procure
and introduce in a timely fashion new products that achieve  market  acceptance.
We  cannot  assure  you  that we will be  able to  identify,  develop,  procure,
assemble, market or support our products successfully or that we will be able to
respond  effectively  to  technological  changes  or  product  announcements  by
competitors.

We Rely On Third Party Contracts For Our Operations

     Our  success  depends,  in part,  on our  ability to continue to lease long
distance  telephone  capacity from third parties at economic  rates to serve the
foreign  countries  we  target.  It also  depends,  in part,  on our  ability to
maintain our contractual  relationships with local terminating  parties in those
countries where we have Internet gateways. If we lose our leases or contracts or
if these  parties  are unable to  provide  these  services,  we believe we could
replace them.  However,  it would cause a disruption of our business  until they
are replaced.  Also, any replacement  leases or contracts may not be at rates or
on terms as favorable to us.

     We depend on Internet  service  providers to provide  Internet access to us
and our customers.  Our local terminating parties in foreign countries also rely
on  local  Internet  service  providers  for  access  to the  Internet  in their
countries.  If we lost our connection with our Internet  service  providers,  we
could not sell our virtual calling cards through our website,  and web initiated
calls  could  not  be  made  by  our   customers,   until  the   connection  was
reestablished.  If a local  terminating  party in a  foreign  country  loses its
Internet  connection,  we  could  not  route  calls  over the  Internet  to that
destination until the connection was  reestablished.  These failures could cause
us to lose customers and our ability to sell virtual calling cards and telephone
services would be affected.

     In addition, we rely on suppliers for our Internet storefront. There can be
no assurance that any relationship  between the Company and any such third party
will continue to be  beneficial  to the Company.  There can also be no assurance
that the third  parties  will  continue  to produce  products in the future that
retain their current level of market acceptance, that the products will continue
to be available in adequate  quantities at the times  required by the Company or
that such third party products will not contain  defects or errors.  The Company
may  experience  lost  revenues  due to the third  party's  delay in  correcting
defects in their products, delay in getting an adequate supply of their products
to the Company, or from any resulting loss of market share.

Our Failure To Comply With Government Regulations Relating To The Internet Could
Harm Our Operations

     Uncertainties  regarding the  applicability  of foreign,  federal and state
laws and  regulations  to the Internet may result in our violation of these laws
and regulations. Our failure to comply with the laws and governmental regulatory
requirements  may result in, among other  things,  indemnification  liability to
business customers and others doing business with us, administrative enforcement
actions and fines,  and civil and criminal  liability.  The occurrence of one or
more of these events could  materially harm our business,  results of operations
and financial condition.

     The parties conducting  business with us may be subject to similar foreign,
federal and state regulation.  These parties act as independent  contractors and
not as our  agents  in their  solicitations  and  transactions  with  consumers.
Consequently,  we cannot ensure that these entities will comply with  applicable
laws and regulations at all times. Failure on the part of a business customer to
comply with these laws or  regulations  could  result in,  among  other  things,
claims of  vicarious  liability  or a  negative  impact on our  reputation.  The
occurrence  of one or more of these events could  materially  harm our business,
results of operations, and financial condition.

We May Face Risks If New Laws Or Government  Regulations  Regarding The Internet
Are Enacted

The laws  relating to our  business  and  operations  are evolving and few clear
legal  precedents  have been  established.  Most of the laws governing  Internet
transactions have not been substantially revised or updated to fully accommodate
electronic  commerce.  Moreover,  it may take years to  determine  the extent to
which existing laws relating to issues such as intellectual  property  ownership
and infringement  and personal  privacy are applicable to the Internet.  Many of
these  laws  were  adopted  prior to the  advent  of the  Internet  and  related
technologies  and, as a result,  do not contemplate or address the unique issues
of  the  Internet  and  related  technologies.  Until  these  laws,  rules,  and
regulations are revised to clarify their applicability to transactions conducted
through electronic commerce,  particularly content,  marketing,  advertising and
taxation related to Internet operations,  any company providing services through
the  Internet  or other  means  of  electronic  commerce  will  face  compliance
uncertainty.  Further,  the adoption of new laws or the  application of existing
laws may decrease the growth in the use of the  Internet.  These  results  could
decrease  the demand for our  services or increase  our cost of doing  business,
each of which would cause our revenues to decline and harm our business.

We Have  Tangible Net Worth  Deficit And A  Going-Concern  Qualification  In Our
Certifying  Accountant's Financial Statement Report, Either Or Both Of Which May
Make Capital  Raising More  Difficult  And May Require Us To Scale Back Or Cease
Operations.

     We have a net worth  deficit  as of our latest  balance  sheet  date.  This
deficit indicates that we will be unable to meet our future  obligations  unless
additional  funding  sources are  obtained.  To date we have been able to obtain
funding and meet our obligations in a timely manner.  However,  if in the future
we are  unsuccessful in attracting new sources of funding then we will be unable
to continue in  business.  In addition,  the report of our  auditors  includes a
going concern  qualification which indicates an absence of obvious or reasonably
assured  sources  of future  funding  that will be  required  by us to  maintain
ongoing operations.  To date we have successfully funded iDial Networks, Inc. by
attracting  additional  equity  investments  and small issues of debt.  However,
there  is no  guarantee  that our  efforts  will be able to  attract  additional
necessary  equity  and/or  debt  investors.  If we are  unable  to  obtain  this
additional funding, we may not be able to continue operations.

Risks Relating to our Stock:

The Lack of a Mature  Trading  Market for our  Common  Stock May Cause our Stock
Price to Decline Significantly and Limit the Liquidity of our Common Stock.

     We do not meet the listing requirements for the listing or quotation of our
common  stock on any  national  or  regional  securities  exchange or on Nasdaq.
Currently, our common stock is traded on the Over-The-Counter Bulletin Board. As
a result,  accurate  current  quotations as to the value of our common stock are
unavailable  making it more  difficult  for  investors  to dispose of our common
stock. The lack of current quotations and liquidity can cause our stock price to
decline or to trade lower than the prices that might  prevail if our  securities
were listed or quoted on an exchange or on Nasdaq.

Our  Common  Stock is  Subject  to the  "Penny  Stock"  Rules of the SEC and the
Trading Market in our  Securities is Limited,  Which Makes  Transactions  in our
Stock Cumbersome and May Reduce the Value of an Investment in our Stock.

Since our common stock is not listed or quoted on any exchange or on Nasdaq, and
no  other  exemptions  currently  apply,  trading  in our  common  stock  on the
Over-The-Counter  Bulletin  Board is subject to the "penny  stock"  rules of the
SEC.  These rules  require,  among other things,  that any broker  engaging in a
transaction  in our  securities  provide its  customers  with a risk  disclosure
document,   disclosure  of  market  quotations,   if  any,   disclosure  of  the
compensation of the broker and its salespersons in the transaction,  and monthly
account  statements  showing  the market  values of our  securities  held in the
customer's  accounts.  The brokers  must  provide bid and offer  quotations  and
compensation information before making any purchase or sale of a penny stock and
also provide this information in the customer's confirmation. Generally, brokers
may be less willing to execute  transactions in securities subject to the "penny
stock"  rules.  This may make it more  difficult for investors to dispose of our
common stock and cause a decline in the market value of our stock.

Forward  Looking  Statements.

Certain  statements  in  this  Form  10-KSB,  including  statements  of our  and
management's expectations,  intentions, plans, objectives and beliefs, including
those contained in or implied by  "Management's  Discussion and Analysis or Plan
of Operation", are "forward-looking  statements",  within the meaning of Section
21E of the Securities  Exchange Act of 1934, that are subject to certain events,
risks and uncertainties that may be outside our control.  These  forward-looking
statements   may  be   identified  by  the  use  of  words  such  as  "expects,"
"anticipates,"   "intends,"  "plans"  and  similar  expressions.   They  include
statements  of our future plans and  objectives  for our future  operations  and
statements of future economic  performance,  information regarding our expansion
and possible results from expansion, our expected growth, our capital budget and
future capital  requirements,  the availability of funds and our ability to meet
future  capital  needs,  the  realization  of our deferred  tax assets,  and the
assumptions described in this report underlying such forward-looking statements.
Actual results and developments  could differ materially from those expressed in
or implied by such  statements  due to a number of  factors,  including  without
limitation,  those described in the context of such forward-looking  statements,
our  expansion  and  acquisition  strategy,  our  ability to  achieve  operating
efficiencies,    our   dependence   on   network    infrastructure,    capacity,
telecommunications carriers and other suppliers,  industry pricing an technology
trends,  evolving  industry  standards,  domestic and  international  regulatory
matters,  general economic and business  conditions,  the strength and financial
resources of our competitors,  our ability to find and retain skilled personnel,
the political  and economic  climate in which we conduct  operations,  the risks
discussed  above under "Risk Factors That May Effect  Results of Operations  and
Financial  Condition," and other risk factors described from time to time in our
other  documents and reports filed with the Securities  and Exchange  Commission
(the  "Commission").  We do not assume any responsibility to publicly update any
of our forward-looking  statements regardless whether factors change as a result
of new  information,  future  events or for any other  reason.  We advise you to
review any additional  disclosures we make in our 10-QSB, 8-K and 10-KSB reports
filed with the Commission.


                          ITEM 7. FINANCIAL STATEMENTS.

     Reference is made to Auditors  Report of December 31, 2001 filed  herewith.
Those financial  statements,  attached thereto are  incorporated  herein by this
reference as though fully set forth herein.


              ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     We changed our independent auditors to Ehrhardt,  Keefe, Steiner & Hottman,
7979 E. Tufts  Ave.,  Suite  400,  Denver,  Colorado  80237-24843  from  Kenneth
Lieberman C.P.A.  PA, 9690 West Sample Road,  Suite 202, Coral Springs,  Florida
33065.  There has been no  disagreement  with any  auditor  about  any item.  No
adverse opinion or disclaimer of opinion as to any  uncertainty,  audit scope or
accounting  has been  rendered,  issued or  expressed,  during the two preceding
years or at any time. However, during the two most recent fiscal years, modified
opinions were issued as to the uncertainty  that the Company would continue as a
going  concern.  During  the two most  recent  fiscal  years and any  subsequent
interim period preceding the change, there were no disagreements with the former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement  disclosure,  or auditing scope or procedure  which if not resolved to
the  satisfaction  of the  former  accountant,  would  have  caused  it to  make
reference to the subject matter in its reports.


       ITEM 9. SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS AND 5% OWNERS.

     Common  Stock:  To the best of Company s knowledge and belief the following
disclosure presents, as of the date of this report, December 31, 2001, the total
beneficial security ownership of all Directors and Nominees, naming them, and by
all Officers  and  Directors as a group,  without  naming them,  of the Company,
known to or discoverable by the Company, and the total security ownership of all
persons,  entities and groups,  known to or discoverable  by Company,  to be the
beneficial  owner or owners of more than five  percent  of any  voting  class of
Company s stock.  More than one  person,  entity or group  could be  beneficiary
interested  in the same  securities,  so that the total of all  percentages  may
accordingly exceed one hundred percent. The Company has only one class of stock,
namely Common Voting Equity Shares.



NAME AND ADDRESS OF BENEFICIAL OWNER. .  AMOUNT      PERCENTAGE OF
                                         OWNERSHIP
-------------------------------------------------------------------
Mark T. Wood, Chairman of the Board . .  23,070,000           26.2%
2204 Timberloch Place Ste. 225
The Woodlands, TX  77380
-------------------------------------------------------------------
Klaus Scholz, Director and COO. . . . .   3,040,000            3.5%
2204 Timberloch Place Ste. 225
The Woodlands, TX  77380
-------------------------------------------------------------------
Thomas G. Seifert, CFO. . . . . . . . .   1,463,204            1.7%
10800 E. Bethany Ste. 380
Denver, CO  80014
-------------------------------------------------------------------
Edward J. Janusz, Director. . . . . . .     100,000            .01%
2204 Timberloch Place Ste. 225
The Woodlands, TX  77380
-------------------------------------------------------------------
Gerald Lesher . . . . . . . . . . . . .   1,200,000            1.4%
1555 Palm Beach Lakes Blvd., Suite 1510
West Palm Beach, FL  33404
-------------------------------------------------------------------
Zac Folk      . . . . . . . . . . . . .   1,000,000            1.1%
10800 E. Bethany Ste. 380
Denver, CO  80014
-------------------------------------------------------------------

All Directors and Officers Total. . . .  29,873,204           33.9%
-------------------------------------------------------------------
Carl K. Battie
77 Keniworth Gardens
HornChurch, Exxex
England  RM12 3SF . . . . . . . . . . .  13,100,000            14.9%
-------------------------------------------------------------------
George V. Stein . . . . . . . . . . . .   5,000,000            5.7%
1640 E. Layton
Englewood, CO  80110
-------------------------------------------------------------------
Lynn Lasarow. . . . . . . . . . . . . .   4,000,000            4.6%
18 Tobacco Road
Weston, CT  06883
-------------------------------------------------------------------
David Lifson. . . . . . . . . . . . . .   7,054,710            8.1%
1930 Young Street, Box 1182
Toronto, Ontario
CANADA
-------------------------------------------------------------------
Total Shares Issued and Outstanding . .  88,118,554            100%

-------------------------------------------------------------------


    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     We have assembled a team of seasoned  senior  management,  and is currently
recruiting other industry veterans to fill key leadership  roles.  Additionally,
the Company is  augmenting  its Board of  Directors  and Board of Advisors  with
skilled  executives  that can aid the growth of the Company  through  high-level
access to potential  customers and strategic  alliance  partners.  The following
table sets forth  certain  information  as of December 31, 2001  concerning  our
executive officers.


NAME. . . . . . .  AGE  POSITION
-----------------  ---  ------------------------------------
Mark T. Wood. . .   42  Chairman of the Board
Klaus Scholz. . .   52  Chief Operating Officer and Director
Edward J. Janusz.   55  Director
Gerald Lesher . .   62  Director
Thomas G. Seifert   30  CFO
Zac Folk            27  Vice President



MARK T. WOOD,  CHAIRMAN  OF THE BOARD.  Prior to iDial,  Mr.  Wood held  several
executive  positions  at  international   telecommunications   companies,  which
included Vice  President and General  Manager of Loxcomm  America,  Inc.,  Chief
Operating Officer of WorldQuest  Networks  (NASDAQ:WQNI),  and Vice President of
International Sales at Intellical, Inc. (AMEX:ICL).

KLAUS SCHOLZ,  CHIEF OPERATING OFFICER AND DIRECTOR.  Mr. Scholz joined iDial in
1999 and has been responsible for the network operations of company. A native of
Germany,   Mr.  Scholz  has  held  several   senior   management   positions  in
international  technology companies.  He served for 10 years as Country Manager,
Southeast Europe for Hewlett Packard before moving to Asia in 1987. In Thailand,
he became  Managing  Director of  Semiconductor  Ventures  International  LTD, a
publicly traded company. In that capacity, he worked with the Chinese government
to  improve  quality  and  safety  standards  for  the  Taiwanese  semiconductor
industry.  Mr. Scholz also served as Vice  President,  Business  Development for
Loxley Public  Companies,  Ltd., a publicly  traded  international  conglomerate
based in Bangkok, Thailand.

EDWARD J.  JANUSZ,  DIRECTOR.  Mr.  Janusz is a  seasoned  sales and  operations
executive serving the Company as a Director. Mr. Janusz is Vice President of Cap
Gemini, a leading worldwide IT consulting firm serving Fortune 500 companies.

GERALD  LESHER,  DIRECTOR.  Mr.  Lesher is a  practicing  licensed  attorney  in
Pennsylvania and Florida. He was the Senior Partner, for Baskin & Sears

(Pittsburgh),  for bankruptcy,  corporate  reorganization and banking litigation
and the manager for the Palm Beach  Office of Lesher,  Allen & Macmillan in Palm
Beach (Florida).  Mr. Lesher was also the founder and Chairman of Sterling Bank,
Florida.  Mr. Lesher has  developed  numerous  business  plans for clients and a
variety of industries.  He  concentrates on commercial  litigation,  bankruptcy,
banking,  real estate, real estate broker,  corporate,  and entertainment areas;
Mr. Lesher was lead counsel for 17 banks in Western Pennsylvania and specializes
in  business  plans  for  domestic  and  international  clients.  He has  strong
negotiating skills and substantial negotiating experience.

THOMAS G. SEIFERT,  CFO. Mr. Seifert is a graduate of Colorado State  University
and  graduated  with  a  Bachelor  s of  Science  in  Finance  with a  minor  in
Accounting.  Mr. Seifert has worked as the  controller for Integrated  Telephony
Products, Inc., as well as controller for Mountain Vacations,  Inc. and assisted
with the sale of each  company  to a  publicly  trading  company.  He was also a
co-founder of 2Sendit.com, Inc.

ZAC FOLK, Vice  President.  Mr. Folk is a graduate of the University of Texas in
Austin and has held numerous positions in Internet and Technology related fields
in the United States and abroad.


ITEM 11.  EXECUTIVE COMPENSATION.
                                Annual Compensation                  Awards          Payouts
       (a)         (b)       (c)           (d)      (e)         (f)          (g)       (h)       (i)

                                                   Other
                                                   Annual                 Securities
    Name and                                       Compen-   Restricted   Underlying  LTIP    All other
   Principal                                       sation      Stock       Options/  Payouts   Compen-
    Position      Year      Salary       Bonus($)    ($)      Award(s)     SARs(#)     ($)     sation
---------------   ----      -------     ---------- -------   -----------  ---------- -------- ----------


Mark T. Wood      2001      $ 48,000    $  50,000
Chief Executive
Officer           2000                                      1,176,000 sh
                  1999


                              87,000                        1,750,000 sh
Thomas Seifert    2001
Chief Executive
Officer

                              34,000                        1,000,000 sh
Klaus Scholz      2001
Chief
Operating
Officer


Zac Folk          2001        20,753                         1,000,000 sh
Vice President


            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We have entered into the  following  related  transactions  with our  directors,
officers, or affiliates:

Mark Wood,  the Company's  Chairman of the Board,  loaned the Company a total of
$1,382,060 in various loans from December 31, 1999 through December 2001.


   ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the individual capacities and on the date indicated.

                              IDIAL NETWORKS, INC.

                                    formerly
                        Desert Springs Acquisitions, Inc.

Dated:  April 15, 2002
/s/Mark  T.  Wood          /s/Klaus  Scholz
   Mark  T.  Wood             Klaus  Scholz

/s/Edward  J.  Janusz          /s/Gerald  Lesher          /s/Thomas  G.  Seifert
   Edward  J.  Janusz             Gerald  Lesher             Thomas  G.  Seifert


                 SUPPLEMENTARY INFORMATION TO BE FURNISHED WITH
              REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY
                REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
                       PURSUANT TO SECTION 12 OF THE ACT.

     No  annual  report  or  proxy  material  has been sent to security holders.


(A)  FINANCIAL  STATEMENTS.  Audited Financial  Statements:  for the years ended
     December 31, 2001 and 2000. See Exhibit FK-01.


                                Table of Contents


Independent Auditors' Report

Consolidated Financial Statements

Balance Sheet

Consolidated Statements of Operations

Consolidated Statement of Changes in Stockholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements


                                                                   Exhibit FK-01


                          INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
iDial Networks, Inc.
Denver, CO


We have audited the accompanying  consolidated  balance sheet of iDial Networks,
Inc.  as of  December  31,  2001,  and the  related  statements  of  operations,
stockholders'  deficit and cash flows for the year then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing  standards  generally accepted
in the  United  States  of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the  financial
statements are free of material  misstatement.  An audit includes  examining,  on
a test basis,  evidence  supporting the amounts and  disclosures in the financial
statements.  An audit also includes  assessing  the  accounting  principles  used
and significant  estimates made by management,  as well as evaluating the overall
financial   statement   presentation.   We  believe  that  our  audit  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of iDial Networks, Inc.
as of December 31, 2001,  and the results of its  operations  and its cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
consolidated  financial  statements,  the Company has experienced  circumstances
which raise  substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those  matters also are described in Note 2. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                           /s/Ehrhardt Keefe Steiner & Hottman PC
                                              Ehrhardt Keefe Steiner & Hottman PC

April 15, 2002
Denver, Colorado




Kenneth Lieberman C.P.A., P.A.                                   (954) 971-8020
4400 W. Sample Road, Suite 216                               Fax (954) 971-1623
Coconut Creek,  FL. 33077



To the Board of Directors and Stockholders
IDial Networks, Inc.
The Woodlands, Texas



We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders' deficit and cash flow of IDial Networks,  Inc. and Subsidiaries as
of  December  31,  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles'  used and  significant  estimates made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of IDial Networks, Inc
and  Subsidiaries  as of December 31, 2000 and the results of their  operations,
and their cash flows for the period then ended,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial statements,  the Company has suffered recurring losses from operations
and has a working  capital  deficiency  that raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are described in notes.  The  consolidated  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


Kenneth Lieberman CPA, PA.
Coconut Creek, Florida
July 19, 2001






 

                              IDIAL NETWORKS, INC.

                                 Consolidated Balance Sheet
                                December 31, 2001


                                     Assets

Current assets
   Cash                                                                $     381,803
   Accounts receivable - net                                                 260,314
                                                                       -------------
     Total current assets                                                    642,117
                                                                       -------------
Non-current assets
   Property and Equipment, net                                               491,841
   Intangibles, net                                                        1,577,472
   Deposits                                                                   51,214
                                                                       -------------
     Total non-current assets                                              2,120,527
                                                                       -------------

Total assets                                                           $   2,762,644
                                                                       =============

                      Liabilities and Stockholders' Deficit

Current liabilities
   Line-of-credit                                                      $      14,704
   Accounts payable - trade                                                1,323,232
   Accrued liabilities                                                       625,315
   Deferred revenue                                                           51,485
   Current portion of long-term debt                                           7,342
   Current portion of capital lease obligation                                40,855
   Deposits                                                                   70,950
   Note payable - stockholder                                              1,527,399
   Net assets of discontinued operations                                     153,320
                                                                       -------------
     Total current liabilities                                             3,814,602
                                                                       -------------

Non-current liabilities

   Notes payable, less current portion                                       391,426
   Capital lease obligations, less current portion                            17,834
                                                                       -------------
     Total non-current liabilities                                           409,260
                                                                       -------------
     Total liabilities                                                     4,223,862
                                                                       -------------
Commitments and contingencies

Stockholders' deficit
   Preferred stock, no par value, 30,000,000 shares authorized, no
    shares issued and outstanding.                                                -
   Common Stock, $.005 par value, 500,000,000 shares authorized and
    88,118,454 shares issued and outstanding.                                440,592
   Additional paid-in capital                                             17,397,941
   Accumulated deficit                                                   (19,299,751)
                                                                       -------------
     Total stockholders' deficit                                          (1,461,218)
                                                                       -------------

Total liabilities and stockholders' deficit                            $   2,762,644
                                                                       =============


                 See notes to consolidated financial statements.



                              IDIAL NETWORKS, INC.

                      Consolidated Statements of Operations


                                                             For the Years Ended
                                                                 December 31,
                                                         ---------------------------
                                                              2001          2000
                                                         ---------------------------


Sales                                                    $   5,729,286 $   1,798,131
                                                         ---------------------------
                                                             5,729,286     1,798,131
                                                         ---------------------------

Cost of goods sold
   Cost of sales                                             4,336,182     1,607,334
   Depreciation                                                262,014       218,370
                                                         ---------------------------
     Total cost of goods sold                                4,598,196     1,825,704
                                                         ---------------------------

Gross profit (loss)                                          1,131,090       (27,573)
                                                         ---------------------------

Selling, general and administrative expenses
   General and administrative expenses                       1,701,235     7,558,248
   Depreciation and amortization                               497,347       274,045
                                                         ---------------------------
     Total selling, general, and administrative expenses     2,198,582     7,832,293
                                                         ---------------------------

Other income (expense)
   Interest expense                                           (703,320)     (156,630)
                                                         ---------------------------
                                                              (703,320)     (156,630)
                                                         ---------------------------
Loss from continuing operations                             (1,770,812)   (8,016,496)
                                                         ---------------------------

Discontinued operations
   Loss on disposal of discontinued operations              (7,558,632)   (1,099,000)
                                                         ---------------------------
                                                            (7,558,632)   (1,099,000)
                                                         ---------------------------

Net loss                                                 $  (9,329,444) $ (9,115,496)
                                                         ===========================

Basic and diluted weighted average common shares
    outstanding                                             87,536,658    48,479,304
                                                         ===========================

Basic and diluted loss from continuing
 operations per common share                             $       (0.02) $      (0.17)

Basic and diluted loss from discontinued
 operations per common share                             $       (0.09) $      (0.02)
                                                         ===========================


                 See notes to consolidated financial statements.



                              IDIAL NETWORKS, INC.

           Consolidated Statement of Changes in Stockholders' Deficit
                 For the Years Ended December 31, 2001 and 2000


                                              Common Stock        Additional                  Accumulated       Total
                                         -----------------------    Paid-in    Accumulated   Comprehensive   Stockholders'
                                            Shares      Amount      Capital      Deficit      Income/Loss       Deficit
                                         ---------------------------------------------------------------------------------

Balance - December 31, 1999               37,085,000 $    37,085 $   643,915   $  (854,809)   $         -     $   (173,809)

Stock issued with acquisition -
 Whoofnet.com, Inc.                       19,787,000      19,787   8,080,213            -               -        8,100,000

Stock issued with acquisition -
 2Sendit.com, Inc.                         8,399,994       8,400   1,960,559            -               -       1,968,959

Stock issued to officers and directors     5,908,460       5,908   1,748,976            -               -        1,754,884

Stock issued for consulting services      15,964,000      15,964   4,522,357            -               -        4,538,321

Other comprehensive losses                        -           -           -             -          (42,000)        (42,000)

Net loss from operations                          -           -           -     (9,115,498)             -       (9,115,498)
                                         ---------------------------------------------------------------------------------

Balance - December 31, 2000               87,144,454      87,144  16,956,020    (9,970,307)        (42,000)      7,030,857

Intrinsic value of in-the-money
 conversion features related to
 convertible notes payable                        -           -      905,899            -               -          905,899

Debt issuance costs on convertible debt           -           -    (139,750)            -               -         (139,750)

Change in par value of common stock               -      348,578   (348,578)            -               -               -

Stock issued for services                    974,100       4,870      24,350            -               -           29,220

Realized loss on marketable security              -           -           -             -           42,000          42,000

Net loss                                          -           -           -     (9,329,444)             -       (9,329,444)
                                         ---------------------------------------------------------------------------------

Balance - December 31, 2001               88,118,554 $   440,592 $17,397,941  $(19,299,751)     $       -     $ (1,461,218)
                                         =================================================================================

                 See notes to consolidated financial statements.





                              IDIAL NETWORKS, INC.

                     Consolidated Statements of Cash Flows


                                                              For the Years Ended
                                                                  December 31,
                                                         ---------------------------
                                                              2001          2000
                                                         ---------------------------
Cash flows from operating activities
  Net loss                                               $  (9,329,444) $ (9,115,496)
                                                         ---------------------------
  Adjustments to reconcile  to net cash provided by
   (used in) operating activities
   Stock issued for services                                    29,220     6,293,205
   Depreciation                                                575,108       596,220
   Amortization of discount on convertible debt                530,811            -
   Amortization of intangible assets                         1,007,133       616,647
   Loss on disposal of assets of discontinued operations     6,628,152            -
   Changes in assets and liabilities
     Accounts receivable - net                                (208,783)       (3,661)
     Accounts receivable - other                                95,000      (105,000)
     Inventory                                                      -         (8,000)
     Deposits                                                    1,404       (27,596)
     Accounts payable - trade                                  136,408     1,029,200
     Accrued liabilities                                       575,529       (30,214)
     Deposits                                                   70,950            -
     Deferred revenue                                           20,229        31,254
                                                         ---------------------------
                                                             9,461,161     8,392,055
                                                         ---------------------------
      Net cash provided by (used in) operating
       activities                                              131,717      (723,441)
                                                         ---------------------------

Cash flows from investing activities
  Purchase of property and equipment                          (354,942)      (26,700)
  Acquisition of Subsidiaries, net of cash acquired                 -        129,702
  Net liabilities of discontinued operations                   153,320            -
                                                         ---------------------------
      Net cash (used in) provided by investing
       activities                                             (201,622)      103,002
                                                         ---------------------------

Cash flows from financing activities
  Net advances from line-of-credit                              14,704            -
  Proceeds from issuance of long term debt                     610,250            -
  Payment on long term debt                                         -         (7,920)
  Stockholder loans                                            (96,704)       757,662
  Proceeds from issuance of common stock                            -        100,000
  Payments on long term capital leases                        (143,952)     (173,374)
                                                         ---------------------------
      Net cash provided by financing activities                384,298       676,368
                                                         ---------------------------

Net increase in cash                                           314,393        55,929

Cash - beginning of year                                        67,410        11,481
                                                         ---------------------------

Cash - end of year                                       $     381,803 $      67,410
                                                         ===========================

Supplemental disclosure of cash flow information:

Cash paid for:                      Interest
                                   ----------

    2001                          $     26,473
    2000                          $         -

Supplemental disclosure of non-cash activity:
      During  2001,  the  Company   recorded   additional  paid  in  capital  and
      discounts  on  notes  payable  totaling  $905,899  in  connection  with the
      issuance of convertible debt.

      In 2001,  the Company wrote off  unrealizable  assets and recognized a loss
      related to discontinued operations of Whoofnet (Note 3).


                 See notes to consolidated financial statements.





                              IDIAL NETWORKS, INC.

                   Notes to Consolidated Financial Statements


Note 1 - Description of Business and Summary of Significant Accounting Policies

The  consolidated  financial  statements  include the accounts of iDial Networks,
Inc., (iDial) and it's wholly owned subsidiaries,  Whoofnet.com,  Inc, (Whoofnet)
and  2Sendit.Com,  Inc.  (2Sendit)  (collectively  the Company).  All significant
inter-company transactions and balances have been eliminated.

The Company provides  Internet-based  services including voice  telecommunication
to  customers  around the world.  The  Company  operates  selected  communication
services,  including  phone cards and Internet  enabled  telephony.  The Internet
triggered calls combine the flexibility of a computer  (on-line  billing and call
records)  with the low  tariffs  of USA based  carriers  via  calling  centers or
direct from home anywhere in the world.

Woodcomm,  LLC was  established  in May  1997 in the  state of  Nevada.  In April
1999,   Woodcomm,   LLC  was  reorganized  changing  from  an  LLC  to  a  Nevada
Corporation, Woodcomm International, Inc. (WCI).

In December 1999, Desert Springs  Acquisition  Corporation  (Desert  Springs),  a
Colorado  corporation  acquired all of the issued and  outstanding  common shares
of WCI in  exchange  for  30,930,000  shares of common  stock of Desert  Springs.
For financial reporting purposes,  the business  combination was accounted for as
an  additional  capitalization  of WCI (a  reverse  acquisition  with  WCI as the
acquirer).  WCI is considered the surviving entity.

In January 2000,  Desert Springs moved its state of  incorporation  from Colorado
(with  500,000,000  shares of  common  stock  authorized,  $.0001  par  value) to
Nevada  (with  100,000,000  shares of common stock  authorized,  $.001 par value)
and changed its name to iDial Networks, Inc. (a Nevada corporation).

On August 7, 2000,  iDial acquired 100% of the stock of Whoofnet in exchange for
the issuance of  approximately  19.8 million shares of iDial common stock with a
fair market value of  $8,100,000.  The  acquisition  was accounted for using the
purchase  method and  accordingly  the purchase  price has been allocated to the
assets acquired  aggregating  $2,479,365 and the liabilities assumed aggregating
$104,353 based on their  estimated fair values at the date of  acquisition.  The
excess  of  purchase  price  over the  estimated  fair  value of the net  assets
acquired, totaling approximately $5.7 million, has been recorded as goodwill and
was being  amortized  using the  straight-line  method over 5 years. In November
2001, the operations of Whoofnet were discontinued (Note 3).

On October 12, 2000 iDial  acquired  100% of the stock of 2Sendit in exchange for
the  issuance of  approximately  8.4 million  shares of iDial common stock with a
fair market value of  $1,968,959.  The  acquisition  was  accounted for using the
purchase  method and  accordingly  the purchase  price has been  allocated to the
assets  acquired  aggregating  $204,132 and the liabilities  assumed  aggregating
$166,468  based on their  estimated fair values at the date of  acquisition.  The
excess of  purchase  price  over  their  estimated  fair  value of the net assets
acquired,  totaling  approximately  $1.9  million,  has been recorded as goodwill
and  is  being  amortized  using  the  straight-line  method  over 5  years.  The
operating   results  of  this   acquisition   are   included  in  the   Company's
consolidated results of operations from the date of acquisition.

2Sendit  provides a marketing  service by  advertising  the products and services
through a variety  of media with a primary  focus on the use of fax mail,  direct
mail and email.  In  addition  the Company  provides  ancillary  services,  which
include  the  sales  of  mailing  lists,  and  consultation  services.

The  primary  customer  has  been  the  investment  market  but the  Company  has
recently expanded its integration into the general business market.

Concentrations of Credit Risk

The Company  grants  credit in the normal  course of business to customers in the
United States.  The Company  periodically  performs  credit analysis and monitors
the financial condition of its customers to reduce credit risk.

During the year ended December 31, 2001,  three  customers  accounted for 25% of
total revenues.  At December 31, 2001, these same customers accounted for 79% of
total  accounts  receivable.  Also during the year ended  December 31, 2001, one
supplier accounted for 18% of total purchases and 22% of accounts payable.

Marketable Securities

The Company  classifies  its  investment  securities in one of three  categories:
trading,   available-for-sale,   or  held-to-maturity.   Trading  securities  are
bought and held  principally  for the  purpose of selling  them in the near term.
Held-to-maturity  securities  are those  securities  in which the Company has the
ability and intent to hold the  security  until  maturity.  All other  securities
not   included   in   trading   or    held-to-maturity    are    classified    as
available-for-sale.

Held-to-maturity  securities  are  recorded at amortized  cost,  adjusted for the
amortization    or   accretion   of   premiums   or   discounts.    Trading   and
available-for-sale  securities  are  recorded at fair value.  Unrealized  holding
gains and losses on trading  securities  are  included  in  earnings.  Unrealized
holding  gains and losses on  available-for-sale  securities  are  excluded  from
earnings and are reported as a separate  component of stockholder's  equity until
realized.  Transfers  of  securities  between  categories  are  recorded  at fair
value at the date of transfers.

Realized gains and losses for  securities  classified as  available-for-sale  and
held-to-maturity   are   recognized  in  earnings  upon  sale  or  redemption  at
maturity.  The specific  identification  method is used to determine  the cost of
securities  sold.  Discounts  or premiums  are  accreted or  amortized  using the
level-interest-yield  method to the  earlier of the call date or  maturity of the
related held-to-maturity security.

Property and Equipment

Property and  equipment  is stated at cost.  Depreciation  is provided  utilizing
the  straight-line  method  over the  estimated  useful  lives for owned  assets,
ranging from 3 to 5 years or the lease term of the related asset.

Use of Estimates

The   preparation  of  financial   statements  in  conformity   with   accounting
principles   generally   accepted  in  the  United  States  of  America  requires
management to make  estimates and  assumptions  that affect the reported  amounts
of assets and  liabilities,  disclosures of contingent  assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenues and
expenses  during the  reporting  period.  Actual  results could differ from those
estimates.

Revenue Recognition

The  Company   sells  long  distance   service   through  a  network  of  various
distributors.  The consumer of the product receives a credit card  representing a
prepaid  set  of  minutes  allowing  them  access  to  long  distance   telephone
services.  In  addition  to a fixed  amount  of  time  allotted  to each  prepaid
calling  card,  each  card has a three  month  life  before  the  unused  minutes
expire.   Revenue  is  initially   recognized  in  the  fiscal  period  when  the
individual  cards are used for  their  intended  purpose.  As cards  expire,  the
balances of the  remaining  unused funds are  recognized as revenue in the period
of expiration. Un-expired cards with balances are recorded as deferred revenue.

The Company  recognizes  revenue from its marketing  services,  when the services
contracted  for are  completed.  In some  circumstances,  contracts  will require
services to be performed  over a period of two months.  In those cases,  fees are
specifically  identified with the various  services to be provided and revenue is
recognized  as each of the  individual  tasks are  completed.  Funds  received as
deposits from future services are recorded as deferred revenues.

Revenue  from product  sales are  recognized  when the products are shipped.  Due
to the  nature  of the  product,  customers  are not  given  the  right to return
product.  Therefore,  management  has  elected  not to allow  for a  reserve  for
future returns.

Income Taxes

The  Company  recognizes  deferred  tax  liabilities  and  assets  based  on  the
differences  between the tax basis of assets and  liabilities  and their reported
amounts in the  financial  statements  that will result in taxable or  deductible
amounts in future years.

Intangible Assets

Intangible  assets  consist of trademarks and goodwill from the purchase price of
2Sendit over net assets  acquired by the  Company.  These  amounts are  amortized
over 5 years using the straight-line method.

Advertising Costs

The Company expenses advertising costs as incurred.

Basic and Diluted Earnings Per Common Share

In  accordance  with FAS 128,  basic  earnings per share are computed by dividing
net income by the number of weighted  average  common shares  outstanding  during
the year.  Diluted  earnings  per share is computed by dividing net income by the
number of weighted average common shares outstanding  during the year,  including
potential common shares, which consisted of debt convertible to common stock..

Recently Issued Accounting Pronouncements

In July 2001, the FASB issued SFAS Nos. 141 and 142 "Business  Combinations"  and
"Goodwill  and other  Intangible  Assets."  Statement  141  requires all business
combinations  initiated  after  June  30,  2001 to be  accounted  for  using  the
purchase  method.  Under the  guidance of  Statement  142,  goodwill is no longer
subject to amortization  over its estimated  useful life.  Rather,  goodwill will
be subject to at least an annual  assessment  for  impairment  by applying a fair
value base  test.  Statement  142 is  effective  for  financial  statement  dates
beginning  after  December 15,  2001.  The Company  anticipates  adoption of this
statement  starting  January 2002.  The Company,  as required  under 142, will no
longer  amortize  goodwill.  Goodwill  will be tested for  impairment at the time
of adoption and on an annual basis.

Reclassifications

Certain  amounts  in  the  2000  consolidated  financial  statements  have  been
reclassified to conform to the 2001 presentation.

Long-Lived Assets

The Company  reviews its  long-lived  assets for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of the asset may not
be  recovered.  The  Company  looks  primarily  to the  undiscounted  future cash
flows  in  its  assessment  of  whether  or  not  long-lived   assets  have  been
impaired.

Net Loss Per Share

The Company  computes net loss per share in  accordance  with the  provisions  of
Statement  of  Financial  Accounting  Standards  No.  128,  "Earnings  Per Share"
("SFAS 128").  Under the  provisions of SFAS 128,  basic earnings per share (EPS)
is  computed  by  dividing  the net loss from  operations  for the  period by the
weighted  average  number of  shares  outstanding  for the  period.  Diluted  EPS
reflects  the  potential  dilution  that could occur from common  stock  issuable
through  stock based  compensation  including  stock  options,  restricted  stock
awards,   warrants  and  other  convertible   securities.   Diluted  EPS  is  not
presented since the effect is antidilutive.

Convertible Notes Payable

The Company accounts for convertible notes payable with  in-the-money  conversion
features in accordance  with EITF 98-5,  accordingly,  the intrinsic value of the
conversion feature is initially  recorded as an addition to  paid-in-capital  and
a discount on the related  convertible  notes with the discount  being  amortized
over the remaining  contractual  life of the  respective  note.  Any  unamortized
discount  remaining  upon  conversion  prior to the stated  maturity  date of the
note is immediately recognized as interest expense.

The  accompanying  financial  statements  have been  prepared on a going  concern
basis,   which   contemplates  the  realization  of  assets  and  liquidation  of
liabilities in the ordinary course of business.

The Company has  suffered  recurring  losses  from  operations  and has a working
capital  deficiency  of  approximately  $1.6 million at December  31,  2001.  The
Company's  financial  statements  have been prepared on the  assumption  that the
Company  will  continue as a going  concern.  Management  has  instituted  a cost
reduction  program that includes a reduction of labor and fringe  benefit  costs.
In addition the Company has  consolidated  several of its  operations,  increased
marketing  efforts  on its  product  lines,  adjusted  sales  prices  of  certain
products  to  bring  them  in line  with  costs  and  negotiated  more  favorable
contracts  to provide  services  at more  efficient  costs.  As a result of these
efforts  management  believes  that  profitability  will be  achieved in the near
future.   If  the  actions  described  above  are  not  successful  in  achieving
profitability or additional  financing  cannot be obtained,  the Company would be
materially  and  adversely  affected  and there is  substantial  doubt  about the
Company's  ability to continue as a going  concern.  The financial  statements do
not include any  adjustments  necessary if the Company becomes unable to continue
operations for any reason.



Note 3 - Discontinued Operations

The  accompanying  consolidated  financial  statements  reflect  the  results of
operations of Whoofnet as a  discontinued  business  segment.  The  discontinued
results of operations include those direct revenues and expenses of Whoofnet.

The  results of  operations  of the  Company's  discontinued  operations  are as
follows:

                                                              For the Years Ended
                                                                 December 31,
                                                         --------------------------
                                                              2001          2000
                                                         ------------  ------------

Revenue                                                  $     95,768  $      7,492
Direct costs of services                                     (245,447)     (252,597)
                                                         ------------  ------------

Gross margin                                                 (149,679)     (245,105)
                                                         ------------  ------------

Selling, general and administrative                          (202,927)     (385,544)
Amortization of goodwill                                     (577,874)     (468,351)
                                                         ------------  ------------

Net loss                                                 $   (930,480) $ (1,099,000)
                                                         ============  ============


During the fourth  quarter of 2001,  the Company  wrote off  unrealizable  assets
related to the discontinued operations in the amount of $6,628,152.

The assets consist of the following:


Current assets                                           $     93,200
Equipment and software                                      1,864,921
Goodwill                                                    4,670,031
                                                         ------------
Loss on disposal of the operations of Whoofnet.com, Inc.    6,628,152
Loss  from  operations  of   Whoofnet.com   through  the
disposal date                                                 930,480
                                                         ------------

Estimated loss on disposal of Whoofnet.com, Inc.         $  7,558,632
                                                         ============


Note 4 - Property and Equipment

Property and equipment consist of the following:
                                                                        December 31,
                                                                            2001
                                                                       -------------
Computer equipment                                                     $     591,034
Software                                                                      45,696
Network equipment                                                              7,264
Telephony equipment                                                          507,889
Equipment                                                                    180,621
Furniture and fixtures                                                        19,582
                                                                       -------------
                                                                           1,352,086
Less property, plant and equipment - accumulated depreciation               (860,245)
                                                                       -------------

                                                                       $     491,841
                                                                       =============


Note 5 - Line-of-Credit

                                                                        December 31,
                                                                            2001
                                                                       -------------

$20,000  line-of-credit,  2.5% of outstanding balance is payable
 monthly.  Interest  is at prime plus 6.5%  (12.25% at  December
 31, 2001). Guaranteed by the Company's President.                     $    (14,704)
                                                                       -------------

                                                                       $    (14,704)
                                                                       =============


Note 6 - Income Taxes

In  assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely  that some  portion or all of the  deferred  tax assets
will not be  realized.  The  ultimate  realization  of  deferred  tax  assets  is
dependent  upon the  generating  of future  taxable  income during the periods in
which those temporary  differences  become deductible.  Management  considers the
scheduled  reversal of deferred tax liabilities,  projected future taxable income
and  projections  for  future  taxable  income  over the  periods  in  which  the
deferred tax assets are deductible.  The net operating loss  carryforward  may be
limited  due to a change in  ownership  of the  Company  after a  portion  of the
losses were  incurred.  At this time,  management  has  concluded  that it is not
likely the Company will realize the benefits of these  deductible  differences as
there can be no assurance  that the Company will generate the  necessary  taxable
income in any future periods.

The tax effects of temporary  difference  that give rise to significant  portions
of deferred tax assets and liabilities at December 31, 2001 are as follows:

                                                                        December 31,
                                                                            2001
                                                                       -------------
Net operating loss carryforward                                        $   1,512,000
Depreciation and amortization                                               (230,000)
                                                                       -------------
Net deferred tax asset                                                     1,282,000
Valuation allowance                                                       (1,282,000)
                                                                       -------------

                                                                       $          -
                                                                       =============


Note 7 - Long-Term Debt

Long-term debt consists of:
                                                                        December 31,
                                                                            2001
                                                                       -------------

Note payable in monthly  installments of $795 including interest
 at 12.9% expiring May 2003.  Collateralized by equipment.             $      23,672

Convertible  note payable in the  principal  amount of $750,000,
 net proceeds of $610,250.  Convertible  into 17,688,679  shares
 of common  stock.  In  conjunction  with this Note the  Company
 issued  warrants  to the  purchaser  of the note to acquire and
 additional  166,666 shares of the Company's common stock.  Note
 is shown net of  unamortized  discount of $374,904  relating to
 the   intrinsic    value   of   the    in-the-money    feature.
 Collateralized  by Company stock.  Note accrues  interest at 8%
 per annum.                                                                  375,096
                                                                       -------------
                                                                             398,768
      Less current portion                                                    (7,342)
                                                                       -------------

                                                                       $     391,426
                                                                       =============

Maturities of long-term obligations are as follows:

                       Year Ending December 31,
                       ------------------------
                                 2002                                  $      7,342
                                 2003                                       391,426
                                                                       ------------

                                                                       $    398,768
                                                                       ============


Note 8 - Capital Leases

The Company has acquired  assets under the  provisions of long-term  leases.  For
financial  reporting  purposes,  minimum  lease  payments  relating to the assets
have been  capitalized.  The leases  expire in August 2003.  Amortization  of the
leased property is included in depreciation expense.

The  assets  under  capital  lease  have  cost and  accumulated  amortization  as
follows:

                                                                        December 31,
                                                                            2001
                                                                       -------------
                                                                       $     322,719
Less                                                                        (213,179)
                                                                       -------------

                                                                       $     109,540
                                                                       =============

Maturities of capital lease obligations are as follows:

                       Year Ending December 31,
                       ------------------------
                                 2002                                  $     58,451
                                 2003                                        24,354
                                                                       ------------
                                 Total minimum lease payments                82,805
                                 Amount representing interest               (24,116)
                                                                       ------------
                                 Present value of net minimum lease
                                 payments                                    58,689
                                 Less current portion                       (40,855)
                                                                       ------------

                                 Long-term capital lease obligation    $     17,834
                                                                       ============



Note 9 - Commitments and Contingencies

Operating Leases

The Company  leases  facilities,  equipment  and  vehicles  under  non-cancelable
operating leases.

Rent expense for these leases was:

                       Year Ending December 31,
                       ------------------------

                                 2001                                  $      91,989
                                 2000                                  $     156,150

Future minimum lease payments under these leases are approximately as follows:

                       Year Ending December 31,
                       ------------------------
                                 2002                                  $      51,563
                                 2003                                         33,656
                                                                       -------------

                                                                       $      85,219
                                                                       =============


Note 10 - Stockholders' Equity

Warrants

On July 6, 2001, in  conjunction  with the issuance  convertible  notes  payable,
executed  on that date,  the  Company  issued  warrants  for the  purchase of the
Company's  common  stock.  Warrants  issued  under  the plan  vest on the date of
execution  of the  agreement.  A total of  166,666  shares  of  common  stock are
authorized for issuance under the plan.

The fair value of the  warrants  were  estimated to be  approximately  $12,000 on
the  date  of  grant  utilizing  the  Black-Scholes   model  with  the  following
assumptions:  expected life of 5 years,  374.77%  volatility,  risk-free  rate of
5.5% and a 0.00% yield.

The following table presents the activity for warrants outstanding:

                                                                          Weighted
                                                                           Average
                                                            Number of     Exercise
                                                            Warrants        Price
                                                         ---------------------------

Outstanding - December 31, 1999                                     -  $          -
Issued                                                              -             -
Forfeited/canceled                                                  -             -
Exercised                                                           -             -
                                                         ---------------------------

Outstanding - December 31, 2000                                     -             -
Issued                                                         166,666          0.06
Forfeited/canceled                                                  -             -
Exercised                                                           -             -
                                                         ---------------------------

Outstanding - December 31, 2001                                166,666 $        0.06
                                                         ===========================

All of the  outstanding  warrants  are  exercisable  and have a weighted  average
remaining contractual life of 4.52.


Note 11 - Shareholder Advances

The Company received loans from  stockholders to fund  operations.  The loans are
interest  bearing  at 7% per  annum  and are  convertible  at the  option  of the
stockholders  into  restricted  common stock at the current market price less 20%
at the time of  conversion.  As of December 31, 2001 the loans from  stockholders
totaled  $1,527,399.  The debt has been  classified as short-term at December 31,
2001 since the  stockholders  have entered into an  agreement  that  requires the
Company  to  convert  the  obligation  into  equity  securities  or to repay such
obligation by June 1, 2002.



Note 12 - Segment Information

The  Company  has three  principal  operating  segments  which are (1)  providing
Internet-based  voice  telecommunication  to  customers  around  the  world,  (2)
providing a marketing  service for various  businesses  and (3)  marketing a next
generation  Internet  company  designed for direct  selling to the general public
through an internet  portal.  These  operating  segments were based on the nature
of the  product  and the  services  offered.  Operating  segments  are defined as
components  of an  enterprise  about  which  separate  financial  information  is
available that is evaluated  regularly by the chief operating  decision-maker  in
deciding how to allocate  resources and in assessing  performance.  The Company's
chief executive  officer and chief financial  officer have been identified as the
chief  decision-makers.  The Company's chief operating decision makers direct the
allocation  of resources to operating  segments  based on the  profitability  and
cash flow of the respective segments.

The Company has determined  that there are two reportable  segments (1) providing
Internet-based  voice  telecommunication  to  customers  around the world and (2)
providing a marketing service for various  businesses.  The other segment was not
reported because it does not meet any of the  quantitative  thresholds under SFAS
No. 131 "Disclosures about Segments of an Enterprise and Related Information".

The  accounting  policies of the segments are the same as those  described in the
Summary of significant accounting policies.

The  following  table  summarizes  the  Company's   revenues  for  the  different
reportable segments:

                                      Internet Based
                                          Voice            Marketing
Year Ended December 31, 2001         Telecommunications    Services        Total
----------------------------         -----------------------------------------------

Net sales from external customers    $       3,857,680 $   1,871,606  $   5,729,286
Gross profit                         $         910,755 $     220,335  $   1,131,090
Net operating loss                   $     (1,828,147) $      57,335  $ (1,770,812)
Interest expense                     $         701,597 $       1,723  $     703,320
Depreciation and amortization        $         704,717 $      54,644  $     759,361
Total assets                         $       2,432,169 $     330,475  $   2,762,644
Capital expenditures                 $         239,510 $     115,432  $     354,942

Year Ended December 31, 2000
----------------------------
Net sales from external customers    $       1,728,562 $      66,965  $   1,795,527
Gross loss                           $        (78,304) $      50,731  $    (27,573)
Net operating loss                   $     (7,869,664) $   (146,832)  $ (8,016,496)
Interest expense                     $         155,859 $         771  $     156,630
Depreciation and amortization        $         617,698 $      11,089  $     628,787
Total assets                         $       2,799,353 $     244,760  $   3,044,113
Capital expenditures                 $          26,700 $          -   $      26,700


Note 13 - Litigation

In April  2002,  the  Company  instituted  legal  proceeding  against the former
Whoofnet, Inc. The Company alleges that Whoofnet, Inc. violated certain terms of
the merger and Acquisiton Agreement dated August 7, 2000 and are seeking damages
resulting from those violations. No prediction as to its outcome can be made.



Note 14 - Subsequent Events

In February  through April of 2002 the Company issued  3,420,000 shares of common
stock in partial payment of convertible notes payable.

On  February  28,  2002 the  Company  issued  14,377,000  shares of common  stock
related  to  services  performed  in 2001.  The  fair  value  of the  shares  was
determined  to be  approximately  $381,000.  This  amount is  included in accrued
expenses as of December 31, 2001.

On  March  7,  2002  the  Company  entered  into a  three  year  contract  with a
telephone  company for the  purchase of phone  service for resale.  The  contract
requires  that the  Company  purchase  $5,400,000  in phone  service  during  the
length  of the  contract.  If this  commitment  is not met  the  Company  will be
liable for the  difference  between  service  purchased and the total  contracted
amount.



 (B)  FORM  8-K  REPORTS.

On November 16, 2001,  the Company filed a Form 8-K containing the Balance Sheet
of  Whoofnet.Com,  Inc. and subsidiary (a development  stage company) as of July
31, 2000 and consolidated statement of loss, cash flows and stockholder's equity
for the period from inception (March 6, 2000) to July 31, 2000.

On November 7, 2001,  the Company filed a Form 8-K reporting the  acquisition of
all of the outstanding  capital stock of 2SENDIT.COM,  Inc., in exchange for the
issuance of 4,199,998 shares of the Company's common stock. The balance sheet of
2SENDIT.COM,  Inc.,  as of December  31,  1999,  and the related  statements  of
operations,  accumulated  deficit and cash flows for the year ended December 31,
1999 and for the period from June 23, 1998 (inception) to December 31, 1998 were
filed as an exhibit.

(c)  List of exhibits

The following exhibits are filed as part of this filing:

Exhibit No.              Exhibit
-----------              -------

2.1                      Plan of Reorganization, dated November 30, 1999 (1)
2.2                      Agreement and Plan of Reorganization, dated October 12,
                         2002 (2)
3.1                      Certificate of Incorporation of iDial (3)
3.2                      Bylaws of iDial (4)
4.1                      Convertible Note issued to Laurus Master Fund dated
                         July 6, 2001(5)
4.2                      Warrant issued to Laurus Master Fund dated July 6,
                         2001(5)
4.3                      Security Agreement dated July 6, 2001 (5)
5.1                      Opinion of Sichenzia, Ross, Friedman & Ference LLP (5)
10.1                     Subscription Agreement between iDial and Laurus Master
                         Fund dated July 6, 2001(5)
16.1                     Letter on Change in Certifying Accountant(6)
23.1                     Consent of Ehrhardt Keefe Steiner & Hottman PC

(1)                      Incorporated by reference to the Company's Form 8-K
                         filed on December 20, 1999
(2)                      Incorporated by reference to the Company's Form 8-K
                         on October 12, 2000
(3)                      Incorporated by reference to the Company's Form 10-SB
                         on April 13, 2000
(4)                      Incorporated by reference to the Company's Form 8-K
                         filed on August 2, 2001
(5)                      Incorporated by reference to the Company's Form SB-2
                         filed on July 17, 2001
(6)                      Incorporated by reference to the Company Form 8-K
                         filed on April 5, 2002.`