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, 2000


                              IDIAL NETWORKS, INC.

                                    formerly
                        Desert Springs Acquisitions, Inc.

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

19009  Preston  Road,  Suite  215  PMB#  236,  Dallas, TX                  75252
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (954)  578-5333

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, 2000,  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,  2000:

the  number  of  shares  outstanding  of  the  Registrant's  Common  Stock  was
87,969,856.

the  aggregate  number  of  shares  held  by  non-affiliates  was  approximately
50,966,652.

                       Exhibit Index is found on page 35.

                                        1


Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business.                                           3
      (a)  Historical  Information                                             3
      (b)  Our  Business                                                       4

Item  2.  Description  of  Property                                           20

Item  3.  Legal  Proceedings                                                  20

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         20

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              21
      (a)  Market  Information                                                21
      (b)  Holders                                                            21
      (c)  Dividends                                                          21
      (d)  Sales  of  Unregistered  Common  Stock  2000                       21

Item  6.  Managements  Discussion  and  Analysis  or  Plan of Operation       22

Item  7.  Financial  Statements                                               31

Item  8.  Changes  in  and  Disagreements  with  Accountants
          on  Accounting  and  Financial  Disclosure                          31

Item  9.  Security  Ownership  of  Officers and Directors and 5% Owners       32

Item  10.  Directors  and  Executive  Officers,  Promoters  and Control Persons;
      Compliance  with  Section  16(a)  of  the  Exchange  Act.               34

Item  11.  Executive  Compensation                                            35

Item  12.  Certain  Relationships  and  Related  Transactions                 35

Item  13.  Exhibits,  Financial  Statement  Schedules,  and Reports on Form 8-K
                                                                              35
      (a)  Financial  Statements                                              35
      (b)  Form  8-K  Reports                                                 35

                                        2


                                  INTRODUCTION

     This  Form  10-KSB contains certain  forward-looking statements  within the
meaning  of  Section  27A  of  the  Securities  Act  of  1933,  as  amended (the
Securities  Act  ),  and  Section 21E of the Securities Exchange Act of 1934, as
amended (the  Exchange Act ). Specifically, all statements other than statements
of  historical  facts  included in this report regarding the Company s financial
position,  business  strategy  and  plans  and  objectives  of management of the
Company  for  future  operations  are  forward-looking  statements.  These
forward-looking statements are based on the beliefs of the Company s management,
as  well  as  assumptions  made  by  and  information currently available to the
Company  s  management.  When  used  in  this  report,  the  words  anticipate,
believe,   estimate,   expect,   intent,  and  words  or  phrases  of  similar
import,  as  they  relate  to the Company or Company management, are intended to
identify forward-looking statements. Such statements (the  cautionary statements
) reflects the current view of the Company with respect to future events and are
subject  to  risks,  uncertainties  and  assumptions  related to various factors
including,  without  limitations,  competitive  factors,  general  economic
conditions,  customer  relations,  relationships with vendors, the interest rate
environment,  governmental  regulation  and  supervision,  seasonality,  product
introductions  and  acceptance,  technological  change,  changes  in  industry
practices  and  one-time events. Although the Company believes that expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct.  Based  upon changing conditions, should any one or more of these risks
or  uncertainties  materialize,  or  should  may  underlying  assumptions  prove
incorrect,  actual  results  may  vary materially from those described herein as
anticipated,  believed,  estimated, expected or intended. All subsequent written
and  oral  forward-looking  statements  attributable  to  the Company or persons
acting  on  behalf  are  expressly qualified in their entirety by the applicable
cautionary  statements.

                                     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
15,316,000  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 7771 W. Oakland
Park Blvd, Suite 217, Sunrise, FL  33351. Our telephone number is (954) 578-5333
and  our  website  can be found at www.idialnetworks.com. The information on our
website  is  not  part  of  this  Form  10-KSB.

     We  provide  Internet-based voice telecommunication to customers around the
world.  We  operate  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 of direct from home anywhere in the world.
During  2000  we  decided  to change our business model from a telephony service
provider  only  to  that  of a diversified product sales company. As part of our

                                        3


change  in business model, in August 2000, we company acquired 100% of the stock
of  Whoofnet.com,  Inc.  (  Whoofnet.com  )  in  exchange for the issuance of 10
million new investment shares of common stock. Whoofnet.com is a next generation
Internet  Company designed for direct selling. That company was formed under the
laws  of  Florida  on March 6, 2000. Its major product is an Internet portal for
use by the general public. That Company has recently completed its field-testing
and  Management  plans  to begin sales within the next several months. All costs
associated  with the startup phase of the organization have been expensed in the
current  period  as  per  Statement  of  Position  98-5.

     Whoofnet.com  also  formed  6  subsidiary Delaware Corporations between the
months  of  March  and  May  2000, and 2 foreign subsidiary corporations for the
operations  of  various  aspects  of  its  business.

1)     Whoofbiz,  Inc.  organized  in  March  2000  is  planned to provide small
business  services,  which  includes  a 24-hour customer service center, product
fulfillment,  merchant  account  fulfillment,  and  low  cost  high  quality
telecommunications  services.

2)     Whoofhealth,  Inc.  sells  its own homeopathic herbal branded products to
the  general  public.  The product is market through various media including TV,
Direct  Sales  and  the  Internet.  It  was  organized  April  28,  2000.

3)     Whoofmail,  Inc. was organized to provide free multilingual email service
to  be offered to the general public in order to build the customer base. It was
organized  April  28,  2000.

4)     Whoofmall,  Inc.  will  provide  a shopping mall on the Internet, whereby
other  vendors  can  advertise and sell their products to the general public. It
will receive its revenue through various services offered to the vendors who are
participating  in  the  mall.  It  was  organized  May  2000.

5)     Whoofmusic.com,  Inc.  was  created to sell its own label specializing in
music from the 60 s, 70 s, 80 s and 90 s and related products. Marketing will be
done  through  TV  Press  media  and  the  Internet.  It was organized May 2000.

6)     Whooftelco,  Inc.  will  be  a  low  cost high quality telecommunications
provider  to  the  European  and  Asian  wireless  community and to the low cost
domestic and international calls customer in the United States. It was organized
March  2000.

7)     Whoofnet.com  AC is a Swedish corporation formed on January 16, 2001. The
purpose  is  to  act  as  the  European  call  center  for  Whoofnet.com.

8)     Whoofstore.Co  AB  formed  on  January  16, 2001, which is also a Swedish
corporation  operating as a duty free sales center Management estimates that the
licensure  granting  the Company a tax-free status has a market value between $5
to  10  million  US  dollars.

As of the dated of our financial statements none of the subsidiaries were active
or  funded.

     In  November  2000,  we  acquired 100% of the stock of 2sendit.com, Inc. in
exchange for the issuance of 4,199,998 new investment shares of the common stock
of  the  Company.  2sendit.com  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,  and  email. With fax and email servers located in Dallas, TX and
Denver  CO,  2sendit.com  is  able to offer high capacity, low cost services. In
addition  that company maintains a small company attitude, allowing it to assist
other  small  companies  in  need  of  our  services.

     On November 15, 2000 we declared a 2 for 1 forward split of the outstanding
shares  of  our  common  stock.


 (B)  OUR  BUSINESS.  iDial  Networks  is  an  established  Application  Service
Provider  (ASP)  of  Internet  Protocol  and Wireless Application Protocol (WAP)
technologies.  The  Internet  is  an increasingly significant interactive global

                                        4


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.

     Emergence  of  Internet  Telephony. Internet telephony has emerged as a low
cost  alternative  to  traditional  long  distance telephony. 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  circuit-switched  networks, because the packet-switching technology
that  enables  Internet  telephony  is  more  efficient  than  traditional
circuit-switched  voice  technology. Packet-based networks, unlike circuit-based
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 pocket
networks  can  carry  more calls with the same amount of bandwidth. This greater
efficiency creates network 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 prepaids 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 a widely used and
accepted  method  of making telephone calls in Europe and Asia since the 1970 s.

     OUR  TELEPHONE SERVICE PRODUCTS. We sell virtual prepaid calling cards over
the  Internet and physical prepaid cards through traditional retail outlets. Our
Internet  Phone  Cards are virtual because we do not issue a physical card. Once
sold,  calling  card  can be used immediately to make international and domestic
long  distance  calls. Our web system functions as follows. A potential customer
accesses  our website follows the prompt to enter the credit card information to
purchase  the virtual calling card, we verify the credit card within seconds and
the  confidential  PIN  and  a toll free number is displayed for the customer to
record,  and  the  virtual calling card can be used immediately to place a call.
The  customer information becomes part of 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 retail store
would  be open for business. Our website may also be reached from the customer s
home  or  office.  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.

                                        5


     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 VoIP technology with the convenience of
conventional  telephony  to  enable  web initiated telephone services. With this
iDial  technology,  we  are  able  to  offer  consumers and businesses telephony
services  at  costs  approaching  the  wholesale  rates of carriers. Unlike some
competitors  who  offer  PC  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 VoIP 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  VOICE QUALITY. We offer high voice quality by integrating traditional
telephony  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. The Company offers 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 VoIP and WAP
technology  with  the  convenience  of  conventional  telephony  to  enable  web
initiated telephone services. With this iDial technology, the company is able to
offer  consumers  and  businesses  telephone  services  at costs approaching the
wholesale  rates  of  carriers.

     IDIAL  S  WHOLLY  OWNED  SUBSIDIARY WHOOFNET.COM will develop and implement
marketing  plans  to  incorporate  sales  of  the  entire  iDial  product  line.
Whoofnet.com  will  also  design  and  develop the iDial web site allowing iDial

                                        6


Networks  to revert back to research and development of new and existing product
lines. The company will continue to expand its profitable agent program, whereby
other  websites  and independent sales agent are paid a commission to sell iDial
products.  Additionally,  several  business  products developed by iDial will be
aggressively  marketed  by  Whoofnet.com.  iDial,  through  its marketing arm of
Whoofnet.com, will enter the European market with our VoIP and WAP applications.
In  a  joint  venture with a Swedish government agency, we are in the process of
building  a  customer  services  center  in  Bracke  Kommun  in  Sweden.

     WIRELESS  APPLICATION PROTOCOL (WAP) is the de facto worldwide standard for
providing  Internet  communications  and  advanced telephony services on digital
mobile  phones,  pagers,  personal digital assistants (PDAs), and other wireless
terminals.  The  exploding  wireless  market is embracing WAP technology, with a
predicated  600  million WAP phones is use by the end of 2003. Europe is leading
the  way in WAP, and Forrester Research predicts that 219 million Europeans will
be  accessing  the  Internet  on  a  daily  basis  by  2003.

     iDial has developed a plan to be  first to market  with WAP connectivity to
our  iDial  services.  We  believe  that  a  tremendous  opportunity  exists to:

     Immediately  provide  low  cost international long distance services to WAP
enabled  phones  through  our  WAP  enabled  technology;

     Incorporate  WAP  access  into  the iDial portal, giving WAP users the same
carrier choices available to traditional wireless users, and incorporate a  free
concept  for  WAP  enabled  long  distance  as  a choice through our portal land
network.

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

     Additionally  we  currently  offer traditional prepaid phone cards and VoIP
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  places 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   The  Company  will  continue  to  expand  wireless
development  to  include  areas  such  as  Wireless  Access  Protocol  (WAP) and
Bluetooth  technologies.


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  and  data  base  and  to our network of outgoing and incoming telephone

                                        7


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. This matrix
automatically  routes each call over the route most economical to us. This means
it will select our international carrier with the lowest rate of the Internet if
we  have  a gateway in the call destination country. We believe our platform can
currently  support  approximately  288  simultaneous  calls  and  process over 4
million  minutes  of traffic per month. Our platform is expandable to carry more
traffic  by  adding  additional  telephone trunks 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
enhancement,  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, 2000, we had international
gateways  operational in Sri Lanka, Laos, Thailand and Holland. As of such date,
we  also  had  domestic  gateways  operational  in Dallas and in Los Angeles 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 voice quality transmission through the Internet. The
historical  poor  sound  quality  of  Internet  voice transmission is due to the
Internet  not  being created for simultaneous voice traffic. Unlike conventional
voice  communication  circuits,  in  which  the entire circuit is reserved for a
call,  Internet  telephony uses packet switching technology, in which voice data
is  divided  into discrete packets that are transmitted over the Internet. These
packets must travel through several routers in order to reach their destination,
which  may  cause  misrouting,  and  delays  in  transmission and reception. The
software  in  our gateways connect the packet switched data transmitted over the
Internet  to  circuit  switched  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 terminate 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  fiscal  cost  basis.  Our  agreements  are  typically  one-year
agreements  with  30-day cancellation rights by either party. Rates are adjusted

                                        8


approximately every 30 days, are based on volume and our rates generally decline
as  volume increases. We are dependent on these carriers to terminate our calls,
and the loss of one or more of them as a source for terminating 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 any of the carriers we 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 terminate 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
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.

     CREDIT CARD PROCESSING ARRANGEMENTS. All sales of our virtual calling cards
are  made  over  the  Internet through credit card purchases. We use credit card
processing  companies  to  verify credit cards. These companies are connected to
our  platform  and  database  and verification or denial is usually accomplished
within seconds. We pay these processing companies a percentage of sales as their
fee.  We  have  recently  increased  our  allowed  base for credit card sales by
increasing  the  deposits  we  maintain  with  our  processing  companies.

     GROWTH STRATEGY. While a large number of VoIP companies have been formed in
recent  years, most focus on the build out and development of international VoIP
networks  in  the effort to capture an every shrinking high margin revenue base.
The  company  believes  that  in  this very competitive landscape, offering many
voice  and  data  transmission  options, leasing time (or purchasing minutes) on
VoIP  networks  will  quickly  become  a  commodity  business,  as  the  various
competitors whittle margins to gain growth and market share. It is imperative to
not  only  offer  a  quality  network  but  to  also  be an aggressive marketing
organization  seeking  to  provide  value  added  products  and  services.

The Company intends to leverage its position in the Internet telephony market to
make  communications services readily available worldwide. Its strategy includes
the  following  key  elements:

1)     Drive  Usage  through  Resellers and Strategic Partners. The Company will
promote  its  services  through  direct  sales  and  marketing  and  through
relationships with resellers and leading Internet hardware, software and content
companies.

2)     Pursue Multiple Sources of Revenue. In addition to minutes-based revenue,
the  Company  intends  to pursue new web-based revenue opportunities from banner
and  audio  advertising.

3)     Enhance  Brand Recognition. The Company intends to strengthen and enhance
its brand recognition by cooperatively marketing its Internet telephony 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 buyer to
initiate  the  call. With iDial s  Phone-me-now  technology, a simple click of a
button  will  connect  the  buyer  with  the seller s representative at very low
rates. To further lower operating costs, the Company is exploring joint ventures
with  customer  service  centers  in  English speaking countries where wages are
lower,  and  thus  customer  service  becomes  more  affordable  to  e-commerce.

                                        9


     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. 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 from 8:00 a.m. to 10:00 p.m. Central Time, five days a week to provide
assistance  via  telephone.  We provide a 24 x 7, 7 days per week e-mail support
staff.  They  are responsible for handling all customer inquires. We provide pre
and  post-sales  support  via  both e-mail and telephone service during business
hours.  If  a  customer  has  encountered  a  problem  in  ordering or using our
products, our customer service department will take the call, or the e-mail, and
respond  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  extend  possible,  the  reliability of our website. We provide our own
connection  to  the Internet through Global Crossing s backbone. 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 a virtual calling card on our website using
a  credit  card  and  to  have  the  virtual calling card delivered while on our
website. 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, and we
have  developed  various  proprietary  credit  and fraud management applications
which  aid  us  in  checking  credit  and  limiting  fraudulent  transactions.

                                       10


     Our  engineering  staff  consists  of  software  development  engineers and
consultants  based  on 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:

     High  speed  links  to  the  Internet  through Global Crossing s backbones;

     Dell  clustered  Servers for web and data base applications running Windows
NT,

     Linux  and  Microsoft  SQL  Server  7.0;

     Microsoft  Internet  Information Server 4.0 has been chosen for its ability
to  secure  sensitive  customer  information  through  SSL  encryption;  and

     Microsoft  SQL  Server 7.0 is a relational database. All customer names and
addresses,  PINs,  number  of  purchases and call records are stored within this
database.

We  depend on Internet service provider 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. 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  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. For example, Congress has adopted legislation that regulates certain
aspects  of  the  Internet. This includes restrictions on some forms of content.
These  regulations  have  had  mixed  success in the Federal courts. The Supreme
Court  has  struck  down  some  restrictions on indecent content, but has upheld
other  restrictions  on harassing Internet messages. 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.

                                       11


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 telephony 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

                                       12


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  will  be  in  effort  only  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, Cable &
Wireless  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  Ursus Telecom Corporation, RSL Communications, IDT Corp. and
ValuComm  Communications 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.

                                       13


     In  addition, we compete in the market for Internet telephony 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;

     price  and  rates;

     quality  of  transmission;

     product  accessibility  and  ease  of  use;

     customer  service;

     brand  recognition;

     website  convenience  and  accessibility;

     targeted  marketing  directly  to  probable  users  of  the  services;

     quality  of  search  tools;  and

     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.

     WHOOFNET.COM  iDial  Networks'  wholly  owned  subsidiary  holds offices in
Florida,  London  and  Sweden.  Whoofnet.Com,  Inc.,  a  network  of interactive
services,  web  brands and e-commerce services, Whoofnet.Com provides aggregated
third  party  content,  Web  search  and  directory  services,  community  and
personalization  features,  personal  Web  publishing,  and  online  shopping.
Whoofnet.Com  seeks  to  draw  a  large  number  of  viewers to its web sites by
providing  a  one-stop  destination  for information, communication and shopping
services  on  the  Web.  The  company will generate revenue through a variety of

                                       14


sources  including,  but  not  limited to, selling advertising and sponsorships,
electronic  commerce  and by licensing its products and technology. Whoofnet.Com
is  an ASP with several Internet brands including Whoofnet.Com portal, WhoofBiz,
WhoofTelCo and WhoofMail. Through its strategic alliances, Whoofnet will develop
and  offer  easy  to  deploy,  end-to-end  e-commerce  solutions  for  companies
operating  in  the  Net Economy. Whoofnet is marketing and technology driven and
has  recruited talented, experienced professionals within the Florida offices as
well  as  internationally who generate enthusiasm and energy for the company and
its  strategy.  The Whoofnet strategy is to market goods and services for itself
and  others  with  emphasis  on  the European market. This strategy will produce
income  from  actual  sales  made  by Whoofnet or those with whom we are allied.

     WHOOFNET.COM OVERVIEW. Convergence today means many things, the Cell or PCS
telephone  can be an Internet Terminal, the Computer can become your TV, your TV
can  become  your Computer, and your Video game station can access the Internet,
Video  is  being  delivered  on phone lines, Phone Service is being delivered by
Wireless  Technology.  All these things are changing the way people communicate,
educate and entertain themselves. iDial Networks, Inc. intends to implement this
philosophy into their sales and advertising campaigns, using television to drive
using  customers  to  the  Internet and the Internet to drive customers to their
phones.

     iDial  Networks'  wholly owned subsidiary Whoofnet.com host the portal site
www.whoofnet.com  providing  the  user  with  access  to  all  of iDial Networks
services  and  products.  In  addition,  Whoofnet.com highlight the latest iDial
Networks  news and developments, keeping our shareholders and investors informed
on what is happening within the company. The acquisition of Whoofnet.Com and its
subsidiaries  affords  iDial  Networks  the opportunity to market a long line of
products and services to targeted audiences within the United States and Europe.
As  a  company  with  unique marketing resources and innovative vision, Whoofnet
delivers  the  two  things  that  matter  most:  Reach  and  Revenue.

     Whoofnet  will  drive sales of the products and services by utilizing media
including TV, Radio, Print and Internet. The company will continually expand and
grow  the  current, existing product base using media as a source of support for
the  teams  of  distributors  working  independently  out  in  the  field.

     WhoofTelco  will  create and implement all marketing and distribution plans
for  the  iDial  product  line  with  the  main  strategy being the focus on the
specialized business market. WhoofTelco will market the iDialDirect products and
services  offering  new  subscribers  free  Internet  access  and  free  E-mail.
WhoofTelco  will  utilize  TV,  print,  Internet  and  radio  to  promote  these
offerings.

     WhoofMusic  will  seek to joint venture with established vendors within the
music  and  video  industry. We will expand this service to deliver customizable
compilations  of  music  to  incorporate  hard-to-find  artists  and  previously
released  albums.  The  company will drive traffic to this site by utilizing the
Internet,  TV,  radio,  print  and  TV.  WhoofMusic  will offer its visitors the
opportunity  to  sign  up  for  free  Internet  access  and  free  E-mail.

     WhoofHealth  will  focus  on the increasing market for alternative remedies
and  homeopathic  medicine  providing  the  customer  will information, updates,
product lines and services as well as links to affiliated sites of interest. The
company  will  promote  the WhoofHealth product lines to our database of members
and  reach  out to new customers by utilizing the Internet, TV, print and radio.
The  marketing  plans for WhoofHealth will include offering free Internet access
and  free  E-mail.

     WhoofBiz  has  the  ability to provide each small business owner with a web
presence,  handling  all  back  end  administration  while  providing  the small
business  owner  with  merchant  services  and  shopping  cart  capability.

     Whoofnet  s principals have sold millions of dollars worth of goods through
global  channels  of  distribution,  including  direct  response  television

                                       15


programming,  retail  outlets  and international independent representatives and
affinity  marketing  groups.  Their  success  is  directly attributable to their
skills  in  assessing  the  market  viability  of  a  product,  leveraging media
resources  to  maximize  that  product's  exposure to consumers and establishing
retail  distribution  channels  that  build  back-end  revenue.

     The  infomercial industry is a predictable, financially sound business that
provides  clues  to  emerging  trends  in  global  consumer  marketing  and  the
burgeoning electronic retailing industry. Whoofnet.com will utilize DRTV (Direct
Response Transactional Television) to market consumer products both domestically
and  internationally.  By combining television s proven ability to drive product
sales with the global informational and access capabilities of the Internet, the
company  will  benefit  from  a  true  multi-media sales and marketing division.
Print,  radio  and  direct  mail  are  the other key components of the marketing
strategy. We will choose products that offer sales continuity and will determine
the  product  base  and  target  markets  within  the  United  States and Europe
accordingly.  Given the current growth projections for web based e-commerce with
a  global reach and the positive economic environment existing within the United
States,  iDial  Networks  predicts  strong  profitability  with  this  venture.

     Whoofnet  will  leverage  its  long  track record in both DRTV and Affinity
Sales/Marketing  Programs  to  take  products overseas. Tapping into its contact
base  of  international independent distributors, Whoofnet will enlist their aid
in  promoting  and  selling  its  products to a true global clientele. Currently
Whoofnet  has  established  promotional  and  distribution  relationships  with
companies  on  three  continents.

     The  first  product  to  launch is our iDial Gold Advantage Card. The iDial
Gold  Advantage  Card  is  an  ATM/Debit  Card that offers an extensive Consumer
Benefits  Package.  It  is an inexpensive, fast and secure way to transfer funds
domestically  &  internationally. It is 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 capability and has an extensive Consumer
Benefits  Package offering savings on pharmacy, vision, dental, hearing, travel,
gifts,  vitamins,  and more. iDial Gold Advantage Card comes with a primary card
and  a family card enabling them to save up to 75% on National and International
money  transfers. By purchasing the package and loading funds onto the card, the
customer  has  opened  an  FDIC  INSURED  account with Goleta National Bank. The
account can accept Direct Deposit. Employees can have their wages electronically
deposited  to  a secure account and can then access their wages anytime from ATM
or  point-of-sale  retail  locations.

     The  customer  receives TWO (2) identical cards when they join the program.
The  second  card can be used to transfer money domestically or internationally,
just  by forwarding the second card to a family member or friend anywhere in the
world. This enables the second cardholder to withdraw funds from any ATM machine
worldwide.

     WHOOFSWEDEN.  Whoofnet.com,  Inc.,  has entered into a Letter of Commitment
dated April 7, 2000, with the regional government of central Sweden known as the
Br  cke  Kommun  to  develop a state of the art e-commerce business center. This
Letter  of Commitment was transferred to the wholly owned subsidiary WhoofSweden
on  January  16,  2001.  The  highlights  of  this  arrangement  are as follows:

          Facilitate  Internet  e-commerce,

          Build  a  mirrored  redundant  e-commerce  computer  center,

          Operate  a  customer  service  &  product  reload  center,  and

          Develop  a  product  fulfillment  house  for  shipping.

                                       16


WhoofSweden  has  entered  into  a  very  favorable government financial support
package,  the  highlights  of  which  are  as  follows:

          The  Br  cke Kommun government will underwrite 35% of the cost for the
equipment,  office  furniture, computers, hardware, software and 35% of the cost
of  all  advertising  that  WhoofSweden  expends worldwide for the first year of
operations  up  to  US  $2.9  million  in  funding,

          The Br cke Kommun government will underwrite the salary/employee costs
for  the  first  28  weeks  for  every employee up to 150,000 skr/employee or US
$17,200/employee/28  week  period  for  300  employees  totaling  $5,160,000,

          The  Br  cke  Kommun  government will provide WhoofSweden with a total
financial  support  package  for  this  project  in  the  amount  of $8,060,000,

          The  Br  cke  Kommun  government  in  conjunction  with WhoofSweden is
actively  seeking  further  financial support and government assistance from the
national  Swedish government. We reasonably expect additional forms of financial
assistance  to  be  forthcoming  within  months following commencing operations,

          WhoofSweden  shall  enjoy  a full rent abatement for the first year of
operations  and  thereafter  for the next 4 years rent shall step-up increase to
market  levels.  The  Br  cke Kommun has also pledged to build to our needs when
required,  and

          WhoofSweden  expects  to  employ up to 300 people at the height of the
project.


     SWEDEN,  A  LEADING  IT  NATION.  Sweden  is one of the world s foremost IT
countries.  The IDC/World Times Information Society Index for 1999 places Sweden
in the global top 2 positions, just behind the U.S., Sweden s telecommunications
and  data  infrastructure  is  highly  advanced,  extensive  and  reliable.  Few
countries  invest  as  much  in  IT  as Sweden in relation to GNP. Sophisticated
Swedish  industrial  buyers like AstraZeneca, Atlas Copco, Electrolux, Ericsson,
SKF,  Saab,  Scania  and  Volvo  have  encouraged  the  advanced  usage of IT in
logistics  solutions and have fostered the creation of a number of today s large
Swedish  software  companies and IT-consultants. Intentia, IFS, WM-data, IBS and
IMI are leading solutions and software providers for the support of supply chain
management  implementations.  EDI  is  commonly  used  in  company-to-company
communications.

     BUSINESS OPPORTUNITIES. The widespread use of IT throughout society creates
vast  business  opportunities  for  foreign  companies  wishing  to benefit from
operating  in  a  sophisticated  environment  with  excellent  R&D resources and
demanding  customers.  Meanwhile,  Sweden  is  committed  to  strengthening  its
position  as a leading IT nation. Only the United States invests more per capita
in  new  information  and  communications  technology, according to the European
Information Technology Observatory. Foreign investors in Sweden meet an open and
honest  society,  characterized  by  trust  and cooperation. According to annual
surveys by Transparency International, Sweden is the third least corrupt nation,
after  neighbors  Denmark  and  Finland.  This is one reason why it s easy to do
business  in  Sweden.  Many  of the stresses and strains of modern life are less
acute  in  Sweden  than elsewhere. Crime rates are low and there are few natural
disasters.  Sweden  is  recognized for its attention to the environment, both at
the  corporate  and  private levels. Residents and visitors admire Sweden s open
spaces  and  unpolluted  cities  and  countryside.  Only two nations (the US and
Germany) are considered to have more companies than Sweden that actively pioneer
new  products  and  processes,  according  to  the  World  Economic Forum Global
Competitiveness  Report 1998. And only three nations (Japan, Switzerland and the
US)  offer  a  more  competitive  innovation climate than Sweden, according to a
recent  study  for  the  American  Competitiveness  Council.  Many international
companies have recognized Sweden s strong technological and innovative position.
Foreign-owned  companies  now  account  for almost 20 percent of Swedish private
business R&D expenditures. Almost 70 percent of the Japanese-owned manufacturing
companies  in  Sweden  perform  local  R&D.

                                       17


     FACILITATING  GLOBAL  EXPANSION.  The  presence  of  many  leading original
equipment  manufacturers  has  fostered  internationally oriented management, an
excellent  command  of  foreign  languages  and  an open attitude toward foreign
companies.  Sweden  has  a  limited domestic market. This has forced the Swedish
corporations  to  bridge  the gaps in time and space to international markets by
development of efficient logistics and communications systems. Swedish companies
were  among  the  first to apply the integrated logistics concept and today lead
the  development of e-logistics. By expanding into Sweden, foreign companies can
take  advantage  of  this  competitive and diverse base for future international
success.

     PROJECT  BENEFITS  FOR WHOOFSWEDEN. The following is a list of the benefits
WhoofSweden  project  will  have  for  the  shareholders  and  the  corporation:

          Br cke Kommun investment may exceed US $10,000,000 for the life of the
project.  This  will result in a direct savings for WhoofSweden, thus bolstering
profits  and  shareholder  value,

          WhoofSweden  will  further  expand its global operations, position and
market  share,  thus  enhancing  value  for  its  shareholders,

          WhoofSweden  will  more  effectively penetrate into European and Asian
markets  from  the  Swedish  operation,

          WhoofSweden  will  build  a redundant e-commerce computer network as a
mirrored  back  up  to  the  American  network,  thus significantly lowering any
possibility  of  down  time  or  a  loss  of  revenue,

          WhoofSweden  will utilize the sophisticated and computer savvy Swedish
workforce  to  support  e-commerce  initiatives  and  customer  service demands,

          WhoofSweden  will  be  able to remove all net profits from the Swedish
project  without  tax  or  foreign  exchange  controls,

          WhoofSweden  will  develop  a link into the Swedish Internet backbone,
telecommunications  and  fiber  optics  network  to  reach  global  markets, and

          WhoofSweden  will  diversify  its  operations,  thus  becoming  more
attractive  for  acquisitions  or  takeovers.


     2SENDIT.COM  INC.  is  an  established  fax-messaging  provider  for  the
information  dissemination  market. Due to today s desire for immediate delivery
of  information, fax messaging has become a popular means to deliver information
quickly.

     FAX  MESSAGING.  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.

                                       18


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.

                                       19


     EMPLOYEES.  As  of  December 31, 2000, 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 7771 W. Oakland Park Blvd., Suite
217,  Sunrise,  FL 33351. The facilities are used by our wholly owned subsidiary
Whoofnet.com.  The  office  site  is  approximately  4,000 square feet where the
rental  is  approximately  $6,100  per  month.  The  facility  is  leased  on  a
month-by-month  basis. 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 1211 S. Parker Road, Suite 203, Denver, CO 80231 for use
by  our wholly owned subsidiary 2sendit.com. The facility is approximately 2,300
square  feet.  The  rent is approximately $2,500 per month. The lease expires in
August 2001. 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. As of December 31, 2000, we maintained
an  office at 16990 Dallas Parkway, Suite 106, Dallas, TX 75248. This office was
closed  in  February  2001  and  all  operations  were consolidated to the other
offices.  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  involve  in  litigation arising out of the normal
course  of  business.  There  are  no legal proceedings against us at this time.


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

     None.

                                       20


           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 87,537,312 shares of Common Stock
as  of December 31, 1999, all shares, subject to an exception for the 26,137,316
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  Company  s  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

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,  2000  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  2000.  None.

                                       21


       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
15,316,000  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  2sentit.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 2 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 the
company  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.

     Accounts  receivable  consists  of amounts owed by our retail and wholesale
channel  relating  to  product  sales.  At  December  31,  2000  and 1999, three
companies  accounted  for  46% and less than 1% of total accounts receivable. At
December 31, 2000, two companies accounted for 36% of total accounts receivable,
while  one  receivable  accounted for 72% of accounts receivable on December 31,
1999.  Customers  purchase  our  Internet  products primarily using major credit
cards, which are reimbursed by credit card processing companies. Accordingly, we
do  not routinely perform on-going credit evaluations of our Internet customers,
but  do  perform  evaluations  of  our  credit  card  processors.  The Company s
receivables  are  generally  unsecured.  During 1999, one customer accounted for
more  than  50%  of total sales. During 2000, no one customer accounted for more
than  10%  of  total  sales.

     EXPENSES.  Due  to  our  changing  business  model  from Internet telephony
services  to a diversified product sales company, we expanded our infrastructure
and  increased  our  capital expenditures, capital lease obligations relating to
property  and  equipment,  and one-time costs associated with the acquisition of
wholly  owned  subsidiaries in Whoofnet.com and 2sendit.com of 3,530,615. During
2000,  our  capital  expenditures  and  payments  on  capital  leases  totaled
10,646,623.  These  expenditures and payments on expenditures were 24,497 during
1999.  As  we  continue  to  grow,  we  expect  to  expand our infrastructure by
increasing  our  capital  expenditures  and leases. We expect these expenditures
will  represent  a  smaller  percentage  of  sales  as  our  sales volume grows.

                                       22


     Since  inception,  we  have incurred significant losses and, as of December
31,  2000,  had  an accumulated deficit of 8,422,736. We expect operating losses
and  negative cash flow to continue through at least the second quarter of 2001.
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,
                                          -------------
                                         2000     1999
                                      --------  -------
Total revenue. . . . . . . . . . . .    100.0    100.0
Cost of sales. . . . . . . . . . . .     78.5     88.1
                                      --------  -------
Gross margin . . . . . . . . . . . .     21.5     11.9
Selling, general and administrative.    357.0     41.7
                                      --------  -------
Operating loss . . . . . . . . . . .   (335.5)   (29.8)
Interest income (expense). . . . . .     (7.2)    (5.8)
Net loss before extraordinary loss .   (342.7)   (35.6)
Other Comprehensive Loss                 (5.5)     ---
Comprehensive Loss . . . . . . . . .  (348.2)%  (35.6)%
                                      ========  =======


Year  Ended  December  31,  2000  Compared  to  Year  Ended  December  31, 1999.

     REVENUE.  Revenue  increased  to  $2,173,581  million  for  the  year ended
December  31, 2000 from $1,575,826 million for 1999 as a result of the growth of
our  network and retail customer base.  This represents a 38% increase over 1999
as  a  result  of  this  growth.

     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  the  Company.  Cost of sales increased to $1,705,851
million  for  the year ended December 31, 2000 from $1,388,703 million for 1999.

                                       23


This  $317,148 increase was primarily attributable to our increased sales volume
in  both  retail  and  wholesale.  Gross  margins were 22% in 2000 compared to a
gross  margin  of  12% in 1999.  This 10% increase was primarily attributable to
the expansion of our network in SE Asia.  We expect cost of sales to increase in
future  periods  to  the  extent  that  our  sales  volume  increases.

     OPERATING  EXPENSES.  Selling, General and Administrative. 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  expenses.  Selling,  general and administrative expenses increased to
$7,759,371  million  for 2000 from $657,229 million for 1999. These expenses for
2000  included  a  non-cash  charge of $3,530,615 million for the value of stock
issued  related  to  the acquisition expenses associated with the acquisition of
Whoofnet.com  and  2sendit.com.  Non-cash  depreciation and amortization charges
increased  to $1,738,082 from $12,000 from $113,333 in 1999 as a result of these
acquisitions.  Excluding  these  non-cash  items,  selling,  general  and
administrative  expenses increased to $2,490,674 in 2000, from $657,229 in 1999.
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.

     OTHER  EXPENSE.  Other  expense  consists of a $118,800 charge taken on the
value  of  investments  December  31,  2000.

     NET  LOSS  AFTER  EXTRAORDINARY  ITEM. We incurred a net loss of $7,567,928
million for the year ended December 31, 2000 as compared to $560,760 million for
1999.  The  Net  loss  for 2000 was affected by non-cash charge s of acquisition
expenses  associated  with  the  acquisition  of Whoofnet.com and 2sendit.com of
$3,530,615 and non-cash depreciation an amortization charges of to $1,738,082 as
a result of these acquisitions and an $118,800 non-operating charge taken on the
value  of  investments  at  December  31,  2000.

     INCOME  TAXES.  As  of  December  31, 2000, we had approximately $8,422,736
million  of  net  operating  loss carryforwards 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
carryforwards,  because  of  uncertainty  regarding  its  future  reliability.
Limitations  on  the  utilization  of  these  carryforwards  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  Ft. Lauderdale.  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,  the  Company  entered  into  an initial promissory note of
$436,920.00  and  through  December 31, 2000 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  effort  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 in the books.

                                       24


     LIQUIDITY  AND  CAPITAL  RESOURCES.  As  of  December  31,  2000,  we  had
approximately  $255,141  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  used  in  operating  activities  was
$4,994,884  for  the  year ended December 31, 2000 and $33,400 in 1999. Net cash
used  in  operating  activities  for  2000  and  1999 primarily consisted of net
operating  losses  as  well as increases in other assets, offset by increases in
accounts  payable,  accrued  expenses  and  accrued  interest.  Net cash used in
investing  activities consists of additions to property and equipment, including
computer  equipment, acquisitions, fax equipment and Internet gateways for voice
over  the  Internet  transmission.  Net  cash  used  in investing activities was
$10,646,623  for  the year ended December 31, 2000 and $24,497 in 1999. Net cash
provided by financing activities was $15,697,396 for the year ended December 31,
2000  and  $49,115  for 1999. Net cash provided by financing activities for 2000
was  impacted  by  the  acquisition  of  Whoofnet.com  and  2sendit.com.

     We  are  in  the  process  of  raising the necessary capital for continuing
operations  and  growth  through  the  following  activities:

     1. Bank loan   we expect to close on a facility that provides the necessary
capital  for  continuing  operations.

     2.  Acquisition   The  Company  will  pursue  acquisition  opportunities to
rapidly  expand  its revenue and profits.  This will also strengthen the company
cash  flow  and  operating  position.
     3.  Sales   The Company expects to increase its sale over the coming months
dramatically.  This  increase  in  sales will lower our overall costs associated
with carrier costs due to higher discounts available with our increase in volume
from carriers.  In addition the cash flow generated from the sales will serve to
help  with  continued  operations  of  the  company.


     RECENT  ACCOUNTING  PRONOUNCEMENTS.  In June 1998, the Financial Accounting
Standards  Board  issued  Statement  of  Financial Accounting Standards No. 133,
"Accounting  for  Derivatives  and Similar Financial Instruments and for Hedging
Activities,"  which  provides  a  comprehensive  and consistent standard for the
recognition  and  measurement  of  derivative and hedging activities. We will be
required  to  adopt this standard effective January 1, 2001. As the Company does
not  currently  hold  or  utilize  derivative  instruments, the adoption of this
standard  will  not  have  a  significant  effect  on  the  Company's results of
operations  or  financial  position.

   RISK FACTORS THAT MAY EFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     You  should  carefully consider the risks and uncertainties described below
and  the  other  information  in  this  Form  10-KSB.  Additional  risks  and
uncertainties not presently known to us or that we currently deem immaterial may
also  impair  our  business,  financial  condition  and  operating  results.

     We  have  a  limited operating history with which to judge our performance.

     We were incorporated in May 1997. We began selling prepaid calling cards in
June  1998. We began routing calls over our enhanced services platform in August
1998.  Accordingly,  we  have a limited operating history. We may also encounter
risks  and  difficulties  frequently encountered by early stage companies in new
and  rapidly  evolving  markets. We cannot assure stockholders that our business
strategy  will  be  successful or that we will successfully address these risks.
Our  failure  to do so could materially adversely affect our business, financial
condition  and  operating  results.

     We  have  a  history of losses and we anticipate future losses and negative
cash  flow.

                                       25


     Since  inception, we have incurred operating losses, and as of December 31,
2000,  we  had an accumulated deficit of $8,422,736. We incurred net losses from
operations  of  $7,567,928  and $560,760 for the fiscal years ended December 31,
2000  and  1999,  respectively.

     We  expect  operating  losses and negative cash flow to continue through at
least  the  second  quarter  of 2001. However, there can be no assurance that we
will  be profitable beginning in the third quarter of 2001, because we expect to
incur  additional  costs  and  expenses  related  to:

     marketing  and  advertising  related  to  traffic  generation  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  Web  site  transaction processing and
     network  infrastructure;
     development  and  improvement  of  additional  products  and  services;
     the  hiring  of  additional  personnel;  and
     evaluating  and  completing  potential  acquisitions  of  other  companies.

     Our  future  profitability  depends  on our ability to generate and sustain
substantially  higher net sales while maintaining reasonable expense levels.  If
we  do achieve profitability, we cannot assure stockholders that we will be able
to  sustain  it  or  improve  upon  it on a quarterly or annual basis for future
periods.

     Our quarterly operating results are subject to significant fluctuations and
our  future  operating  results  are  unpredictable.

     Our  operating  results are unpredictable and have fluctuated significantly
on  a  quarterly  basis.  We  expect  to  continue  to  experience  significant
fluctuations in our quarterly results of operations due to a variety of factors,
many  of  which  are  outside  of  our  control.  As  a result, period-to-period
comparisons  of  our  results  of  operations are not necessarily meaningful and
should  not  be  relied  upon  as  indications  of  future  performance.

     Because of our limited operating history, we cannot accurately forecast our
net  sales. We rely upon limited historical financial data to predict our future
operating results. Sales and operating results are difficult to forecast because
they generally depend on the volume of traffic on our network and the volume and
timing  of  sales of our virtual calling cards. Because of these factors, we may
be unable to adjust our spending in a timely manner to adjust for any unexpected
revenue  shortfall.

     Our telecom operations will be negatively affected if our enhanced services
platform  fails  to  operate  properly.

     All  our  calls  are  routed  through  our  enhanced services platform. Our
success is dependent on our platform working properly. If our platform fails for
any  reason, we could not route calls until the failure is corrected.  From time
to  time,  we  have  experienced  short-term  failures  or  malfunctions  in our
platform.  We  cannot  assure  stockholders that future failures will not occur.

     The  telecommunications  and  Internet  telephony  markets  are  highly
competitive  and  our  failure to compete effectively could adversely affect us.

     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

                                       26


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 with providers that can bundle long distance
services  with  other  offerings.

     Our  competitors may be able to bundle services and products that we do not
offer together with long distance or Internet telephony services. These services
could  include wireless communications, voice and data services, Internet access
and  cable  television.  This  form  of  bundling  would put us at a competitive
disadvantage  if these providers can combine a variety of service offerings at a
single  attractive  price. In addition, some of the telecommunications and other
companies  that  compete  with  us  may  be able to provide customers with lower
communications  costs  or  other  incentives  with  their  services reducing the
overall  cost  of  their  communications  packages, and significantly increasing
pricing  pressures on our services. This form of competition could significantly
reduce  our  revenues.

     We  may  be  vulnerable  to  technical  malfunctions, which could adversely
affect  our  operations.

     We  depend  upon our software systems, communications hardware and enhanced
services  platform  to  conduct  our  virtual  calling  card sales and telephone
routing,  manage  our  network,  track virtual calling card balances and perform
other  vital  functions.  Our  systems, communications hardware and platform are
vulnerable  to  damage  or  interruption  from:

     -     natural  disasters;
     -     power  loss;
     -     telecommunication  failures;
     -     loss  of  Internet  access;
     -     physical  and  electronic  break-ins;
     -     hardware  defects;
     -     computer  viruses;  and
     -     intentional  acts  of  vandalism  and  similar  events.

     If  we  experience  substantial technical difficulties with our hardware or
software,  we  may  not  succeed  in routing traffic effectively, or in tracking
virtual  calling  card  balances  accurately,  which  could adversely affect our
operations.  We have experienced periodic system interruptions, which we believe
will  continue  to  occur  from time-to-time. Since our operations depend on our
ability to successfully expand our network and to integrate new technologies and
equipment into our network, there is an increased risk of system failure as well
as  a  natural  strain  on  the  system.

     Our  systems may not accommodate significant growth in the number of users,
which  could  have  a  negative  effect  on  our  operations.

     Our success depends on our ability to handle a large number of simultaneous
calls.  We  expect  that  the  volume  of  simultaneous  calls  will  increase
significantly  as  we  expand  our operations. If this occurs, additional stress

                                       27


will  be placed upon the network hardware and software that manages our traffic.
We  cannot  assure  stockholders  of  our  ability to efficiently manage a large
number  of  simultaneous  calls.  If  we are not able to maintain an appropriate
level  of  operating  performance,  or  if our service is disrupted, then we may
develop  a  negative  reputation  and  our  business,  results of operations and
financial  condition  would  be  materially  adversely  affected.

     If  the  Internet  telephony  and  prepaid calling card markets do not gain
market  acceptance  by  potential  customers  our  business  will  be  adversely
affected.

     We  cannot  be  certain  that  Internet  telephone service will gain market
acceptance or prove to be a viable alternative to traditional telephone service.
If  the  Internet telephony market fails to develop or develops more slowly than
we  expect,  then  our  future  revenues  would  be  adversely  affected.

     The  market  for prepaid calling cards is an emerging business with a large
number  of  market  entrants. Therefore, it is difficult to accurately determine
what  the demand will be for our products and services in this area. Substantial
markets may not continue to develop for prepaid calling cards, and we may not be
able  to  sustain  or  increase  our  sales  of  these  products  and  services.

     If  the  e-commerce  market  does  not  continue to develop and gain market
acceptance  our  revenues  may  be  negatively  affected.

     We  anticipate  that  e-commerce will continue to account for substantially
all of our future revenues. Our business will suffer if e-commerce does not grow
or grows more slowly than expected. A number of factors could prevent acceptance
of  e-commerce,  including:

     -     e-commerce  is at an early stage and buyers may be unwilling to shift
           their  purchasing  from  traditional  vendors  to  online  vendors;
     -     increased  government  regulation or taxation may limit the growth of
           e-commerce;  and
     -     adverse  publicity  and  consumer  concern  about  the  security  of
           e-commerce transactions may discourage its  acceptance  and  growth.

     These factors could impair our ability to generate revenues from our online
sales of virtual calling cards, online transmission of telephone calls and other
e-commerce  activities.

     If  the  Internet and Internet infrastructure do not continue to develop as
anticipated  our  operations  will  be  negatively  affected.

     For  the  Internet  to be commercially viable in the long-term, the size of
the  network  infrastructure,  enabling  technologies,  necessary  performance
improvements  and  user  security  will need to be continually addressed. To the
extent  that  the Internet continues to experience an increased number of users,
frequency  of  use  or  increased  bandwidth  requirements,  we  cannot  assure
stockholders  that  the  performance  or reliability of the Internet will not be
adversely  affected.  Furthermore,  the  Internet  has  experienced a variety of
outages  and  other  delays  as  a  result  of  damage  to  portions  of  its
infrastructure,  and  could  face  such  outages and delays in the future. These
outages and delays could adversely affect the level of Internet usage and affect
the  level of traffic, the processing of orders and the transmission of calls on
our  Web  site.

     We  cannot  assure  stockholders  that  the infrastructure or complementary
products  or  services  necessary  to  make  the  Internet  a  viable commercial
marketplace  for  the  long  term  will be developed. Even if these products and
services  are  developed,  we  cannot assure stockholders that the Internet will
become  a  viable  commercial  marketplace  for  our  virtual  calling cards and

                                       28


services.  If  not, our business, financial condition and operating results will
be  materially adversely affected. Also, we may be required to incur substantial
expenditures  in  order  to adapt our products and services to changing Internet
technologies,  which  could  have  a  material  adverse  effect on our business,
financial  condition  and  operating  results.

     The  failure  to  manage  our  growth  in  operations  and  hire additional
qualified  employees  could  have  a  material  adverse  effect  on  us.

     The  expected  growth  of  our operations place a significant strain on our
current  management  resources.  To manage this expected growth, we will need to
improve  our:

     -     transaction  processing  methods;
     -     operations  and  financial  systems;
     -     procedures  and  controls;  and
     -     training  and  management  of  our  employees.

     Competition  for  personnel  is  intense, and we cannot assure stockholders
that  we  will be able to successfully attract, integrate or retain sufficiently
qualified  personnel.  Our failure to attract and retain the necessary personnel
or  to  effectively  manage  our  employee  and  operations  growth could have a
material  adverse  effect  on  our  business,  financial condition and operating
results.

     Our potential customers may have concerns about Internet commerce security,
which  could  inhibit  our growth, and we may incur losses resulting from credit
card  fraud.

     Consumer  concerns  over  the  security  of  transactions  conducted on the
Internet  or  the  privacy  of  users may inhibit the growth of the Internet and
online commerce. To securely transmit confidential information, such as customer
credit card numbers, we rely on encryption and authentication technology that we
license  from  third  parties.  We cannot predict whether events or developments
will  compromise or breach the technology that protects our customer transaction
data. If our security measures do not prevent security breaches, this could have
a  material  adverse  effect  on our business, financial condition and operating
results.

     To  date, we have suffered minimal losses as a result of orders placed with
fraudulent  credit  card  data  even though the associated financial institution
approved  payment of the orders. Under current credit card practices, a merchant
is  liable  for  fraudulent credit card transactions where the merchant does not
obtain  a  cardholder's  signature.  We  do  not  obtain  the  signature  of the
cardholder  when  we  process orders. Although we have implemented mechanisms to
try  to  detect credit card fraud, we cannot assure you that our efforts will be
successful.  Our  inability  to  adequately  detect  credit  card  fraud  could
materially  adversely  affect  our  business,  financial condition and operating
results.

     To  the  extent that our activities involve the storage and transmission of
proprietary  information,  such  as credit card numbers, security breaches could
expose  us  to  a  risk  of loss or litigation and possible liability. We do not
presently carry insurance policies to reimburse us for losses caused by security
breaches.  We cannot assure stockholders that our security measures will prevent
security  breaches.  Our  failure  to  prevent  security  breaches  could have a
material  adverse  effect  on  our  business,  financial condition and operating
results.

     The  market  price  for our common stock may be volatile, which could cause
stockholders  to  lose  substantial  portions  of  their  investment.

     The market prices of the securities of Internet-related and online commerce
companies  have  been  especially  volatile. The trading prices of many Internet
companies' stocks fell dramatically during 2000 any may still reflect valuations

                                       29


substantially  above historical levels. We cannot assure stockholders that these
trading  prices  will  not  continue  to  be volatile or that valuations will be
sustained. Broad market and industry factors may materially and adversely affect
the  market  price of our common stock, regardless of our operating performance.

     Our  business  may  be adversely affected if we are not able to protect our
intellectual  property  and  other  proprietary  rights  from  infringement.

     The  Internet  industry  may  become  subject  to  increased  government
regulation,  which  could  have  a  negative  effect  on  our  operations.

     Various  actions  have  been  taken  by  the United States Congress and the
Federal  courts  that,  in  some  cases  impose  some forms of regulation on the
Internet,  and in other cases protect the Internet from regulation. Domestic and
international  authorities  regularly  consider  proposed legislation that could
result  in new regulations on the Internet. It is impossible to say at this time
whether and to what extent the Internet may ultimately be regulated domestically
or  internationally.  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,  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 and Texas only, and 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.

     Sales  tax  collection  by  states  may  adversely  affect  our  growth.

     We  do not currently collect sales or other similar taxes for calling cards
or  services  sold  through  our  Web site, other than for calling cards 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 successful assertion by one or more states or any
other  country  that we should collect sales or other taxes on the sale of cards
or  services  on  our  system  could  have  a  material  adverse  effect  on our
operations.

     The  loss  of  key  personnel  could  adversely  affect  our  business.

     We  believe  that  our success will depend on the continued services of our
senior  management  team, especially Mark T. Wood and Carl K. Battie.  We do not
have  employment  agreements  with  any  of  our key personnel.  The loss of the
services  of  any  of  our  senior  management team or other key employees could
adversely  affect  our  business,  financial  condition  and  operating results.

     We  may  not  be  able  to  raise  needed additional capital in the future.

     We  require  substantial  working capital to fund our business. Our working
capital  requirements  and  cash  flow provided by operating activities can vary
from  quarter  to  quarter  depending  on  revenues, operating expenses, capital
expenditures  and  other  factors.

     We  may  also  need  to  raise additional funds sooner than anticipated to:

     -     fund  more  rapid  expansion;
     -     fund  additional  acquisitions;  and
     -     respond  to  competitive  pressures.

                                       30


     If  additional  funds  are  raised  through  the  issuance  of  equity  or
convertible  debt securities the rights and ownership in our company by existing
stockholders  may  be  reduced.

     We  cannot  assure stockholders that additional financing will be available
on  terms favorable to us or at all. If adequate funds are not available, or are
not available on acceptable terms, we may not be able to fund planned expansion,
take  advantage  of  available  opportunities,  develop  or  enhance services or
products  or  respond  to  competitive  pressures. Such inabilities could have a
material  adverse  effect  on  our  business,  financial condition and operating
results.

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, 2000 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  from  Enrhardt,  Keefe,  Steiner &
Hottman,  7079  E.  Tufs  Ave.,  Suite  400,  Denver,  Colorado  80237-24843  to
Siegelaub,  Lieberman  & Associates, 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, disclaimer of opinion or opinions qualified or
modified  as  to  any  uncertainly, audit scope or accounting has been rendered,
issued  or expressed, during the two preceding years or at any time.  During the
two  most  recent  fiscal  years and any subsequent interim period preceding the
change, there were no disagreements with the former accountants 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

                                       31


accountants, 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, 2000, 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 . .  18,100,000           20.7%
19009 Preston Road, Suite 215 PMB #236
Dallas, TX  75252
Carl K. Battie, Vice Chairman
7771 W. Oakland Park Blvd, Suite 217
-------------------------------------------------------------------
Sunrise, FL  33351. . . . . . . . . . .  13,100,000             15%
-------------------------------------------------------------------
Klaus Scholz, Director and COO. . . . .   3,040,000            3.5%
19019 Preston Road, Suite 616
Dallas, TX  75252
-------------------------------------------------------------------
Thomas G. Seifert . . . . . . . . . . .   1,463,204            1.7%
1211 S. Parker Road, Suite 201
Denver, CO  80231
-------------------------------------------------------------------
Edward J. Janusz, Director. . . . . . .     100,000            .01%
7 Lacewing Place
The Woodlands, TX
-------------------------------------------------------------------
Gerald Lesher . . . . . . . . . . . . .   1,200,000            1.4%
1555 Palm Beach Lakes Blvd., Suite 1510
West Palm Beach, FL  33404
-------------------------------------------------------------------
All Directors and Officers Total. . . .  37,003,204          42.31%
-------------------------------------------------------------------
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 . .  87,969,856            100%
-------------------------------------------------------------------

                                       32



   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, 2000 concerning our
executive  officers.


NAME. . . . . . .  AGE  POSITION
-----------------  ---  ------------------------------------
Mark T. Wood. . .   40  Chairman of the Board
Carl K. Battie. .   44  Vice Chairman
Klaus Scholz. . .   50  Chief Operating Officer and Director
Edward J. Janusz.   52  Director
Gerald Lesher . .   62  Director
Thomas G. Seifert   29  CFO * Appointed March 26, 2001



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).

CARL  K.  BATTIE,  VICE CHAIRMAN. Mr. Battie s skills as an achievement-oriented
business  professional experienced in strategic traditional marketing, sales and
public  relations  encompass  the  past  24  years.  Mr.  Battie  consistently
identifies  and capitalizes upon new product/business opportunities resulting in
increased  revenue,  expanded  market penetration and dominant market share. Mr.
Battie  also  specializes  in  developing  cross promotion platforms integrating
current  business  relationship  models  as well as bringing in new partners for
maximizing  expansion  and  exposure.  Through  entrepreneurial  initiative, Mr.
Battie  has  developed and executed many large comprehensive sales and marketing
programs.  Most  of  his  clients  include  large  national  and  multi-national
companies  in the United Kingdom such as British Gas, London Electricity, Easter
Electricity, ACC Telecom (part of AT&T) and BUPA, the largest private healthcare
provider  in  the  United  Kingdom.

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

                                       33


(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.


CHANGE  OF COMPANY S CFO: RECENT EVENT. We received and accepted the resignation
of  our  Chief  Financial  Officer,  Louis  Sopov,  effective March 21, 2001. We
promoted  our  controller,  Thomas  G. Seifert, to the position of CFO effective
March  26,  2001.


                        ITEM 11.  EXECUTIVE COMPENSATION.

     Klaus  Scholz               45,000

     Thomas  Seifert             72,000


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.


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


 (A)  FINANCIAL  STATEMENTS.  Audited  Financial Statements: for the years ended
December  31,  2000  and  1999.  See  Exhibit  FK-00.

 (B)  FORM  8-K  REPORTS.

CHANGE  OF COMPANY S AUDITOR. The Company changed it s independent auditors from
Enrhardt,  Keefe,  Steiner  &  Hottman,  7079  E.  Tufs Ave., Suite 400, Denver,
Colorado  80237-24843 to Siegelaub, Lieberman & Associates, PA, 9690 West Sample
Road,  Suite  202, Coral Springs, Florida 33065.  There has been no disagreement
with  any  auditor  about  any  item.

CHANGE  OF COMPANY S CFO: RECENT EVENT. We received and accepted the resignation
of  our  Chief  Financial  Officer,  Louis  Sopov,  effective March 21, 2001. We
promoted  our  controller,  Thomas  G. Seifert, to the position of CFO effective
March  26,  2001.

                                       34


                 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.



     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:  March  30,  2001

/s/Mark  T.  Wood          /s/Carl  K.  Battie          /s/Klaus  Scholz
   Mark  T.  Wood             Carl  K.  Battie             Klaus  Scholz

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

                                       35


--------------------------------------------------------------------------------
                                  EXHIBIT FK-00

                          AUDITED FINANCIAL STATEMENTS:

                               FOR THE YEARS ENDED

                           DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

                                       36


                              IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

                                       37


                               IDIAL NETWORKS, INC

                                TABLE OF CONTENTS



          PAGE  1     -     AUDITORS  LETTER

          PAGE  2     -     BALANCE  SHEET

          PAGE  3     -     INCOME  STATEMENT

          PAGE  4     -     STATEMENT  OF  CHANGES  IN  CASH  FLOW

          PAGE  6     -     STOCKHOLDER'S  EQUITY

          PAGE  7     -     NOTES  TO  FINANCIAL  STATEMENTS



SIEGELAUB,  LIEBERMAN  &  ASSOCIATES  P.A.
CERTIFIED  PUBLIC  ACCOUNTANTS
9690  W.  SAMPLE  ROAD,  SUITE  202
CORAL  SPRINGS,  FL.  33065

                                       38


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

We  have  audited  the  accompanying balance sheet of IDial Networks, Inc. as of
December  31,  2000 and December 31, 1999, and the related statements of income,
changes  in  stockholders equity and cash flows for the period 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 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 financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of IDial Networks, Inc. as of
December 31, 2000 and  December 31, 1999, and the results of its operations, and
its  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 note 1 to the
financial  statements,  the  Company's history has reflected significant losses.
Management  has instituted a cost reduction program that included a reduction in
labor and fringe 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 a more efficient cost. As a result of
these efforts, 1st quarter 2001 sales have improved significantly and Management
believes  that  profitability will be achieved in the near future. The financial
statements  do not include any adjustments that might result from the outcome of
this  matter.


/s/Siegelaub,  Lieberman  &  Associates  P.A.
Siegelaub,  Lieberman  &  Associates  P.A.
Coral  Springs,  Florida
November  12,  2000

                                       39


                              IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                December 31,
                                                             2000        1999
--------------------------------------------------------------------------------

Current assets
  Cash and cash equivalents . . . . . . . . . . . . .   $    67,410   $  11,481
  Investments . . . . . . . . . . . . . . . . . . . .        31,200
  Accounts receivable - trade . . . . . . . . . . . .        51,531      26,614
  Other receivables . . . . . . . . . . . . . . . . .       105,000     100,000
  Inventory . . . . . . . . . . . . . . . . . . . . .        10,000           -
--------------------------------------------------------------------------------
    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . .       265,141     138,095
--------------------------------------------------------------------------------
FIXED ASSETS (NET). . . . . . . . . . . . . . . . .       2,683,163     255,587
--------------------------------------------------------------------------------
Other assets
  Intangibles, net. . . . . . . . . . . . . . . . . .     6,652,204     215,000
  Deposits. . . . . . . . . . . . . . . . . . . . . .        52,617       8,855
--------------------------------------------------------------------------------
    TOTAL OTHER ASSETS. . . . . . . . . . . . . . . .     6,704,822     223,855
--------------------------------------------------------------------------------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .   $ 9,653,126   $ 617,537
================================================================================
Current liabilities
  Accounts payable. . . . . . . . . . . . . . . . . .     1,200,203     347,445
  Accrued consulting fees . . . . . . . . . . . . . . . . . . . . .      55,000
  Accrued wages . . . . . . . . . . . . . . . . . . . . . . . . .        25,000
  Accrued interest. . . . . . . . . . . . . . . . . .        49,786           -
  Deferred revenue. . . . . . . . . . . . . . . . . .        31,256           -
  Current portion of long-term debt . . . . . . . . .       148,736      96,416
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . .     1,429,981     523,861
--------------------------------------------------------------------------------
Long-term liabilities
  Advances from stockholder's & related parties . . .     1,112,674     119,100
  Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . .       148,385
  Capital Leases Payable. . . . . . . . . . . . . . .       123,206           -
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES . . . . . . . . . . . . .     1,235,880     267,485
--------------------------------------------------------------------------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . .     2,665,861     791,346

Common stock, $.005 par value,
100,000,000 shares authorized, 87,112,594
shares issued and outstanding.                              439,849     185,425
Additional paid in capital. . . . . . . . . . . . . .    14,970,152     495,575
Accumulated deficits. . . . . . . . . . . . . . . . .    (8,422,736)   (854,809)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY (DEFICIT). . . . . . . . .     6,987,265    (173,809)
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT . . . . ..  $ 9,653,126   $ 617,537
================================================================================

                        See notes to financial statements

                                       40


                              IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      For the Years Ended
                                                           December 31,
                                                        2000          1999
---------------------------------------------------------------------------

Sales . . . . . . . . . . . . . . . . . . . . .  $ 2,173,581   $ 1,575,826
Cost of Sales . . . . . . . . . . . . . . . . .    1,705,851     1,388,703
---------------------------------------------------------------------------
GROSS PROFIT. . . . . . . . . . . . . . . . . .      467,730       187,123
Selling, general and administrative expenses. .    7,759,371       657,229
---------------------------------------------------------------------------
NET OPERATING LOSS. . . . . . . . . . . . . . .   (7,291,641)     (470,106)

Other expenses
  Interest expense. . . . . . . . . . . . . . .     (157,487)      (90,654)
---------------------------------------------------------------------------
NET LOSS. . . . . . . . . . . . . . . . . . . .   (7,449,128)     (560,760)

Other comprehensive loss
  Unrealized loss on investments. . . . . . . .     (118,800)            -
  Loss on sale of assets. . . . . . . . . . . .            0             -
---------------------------------------------------------------------------
COMPREHENSIVE LOSS. . . . . . . . . . . . . . .  $(7,567,928)  $  (560,760)
===========================================================================
NET LOSS PER SHARE BASIC AND DILUTED. . . . . .        (0.22)        (0.04)
===========================================================================
COMPREHENSIVE LOSS PER SHARE, BASIC AND DILUTED  $     (0.23)  $     (0.04)
===========================================================================
WEIGHTED AVERAGE SHARE OUTSTANDING. . . . . . .   33,510,902    14,211,267
===========================================================================

                        See notes to financial statements

                                       41


                              IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW


                                                           FOR THE YEARS ENDED
                                                                DECEMBER 31,
                                                             2000        1999
--------------------------------------------------------------------------------
Cash flow from operating activities
   Net loss. . . . . . . . . . . . . . . . . . . . . .  $(7,567,928)  $(560,760)

Adjustments to reconcile net loss to net
cash used in operating activities
  Write off of accrued interest. . . . . . . . . . . . . . . . . .-. .   60,000
  Stock issued for consulting. . . . . . . . . . . . . . . . . . .-      69,600
  Write off of loan acquisition costs. . . . . . . . . . . . . . .-      16,765
  Depreciation . . . . . . . . . . . . . . . . . . . .      988,198     113,333
  Amortization . . . . . . . . . . . . . . . . . . .        749,884           -
  Changes in assets and liabilities
    Investments. . . . . . . . . . . . . . . . . . . . .    (31,200)          -
    Accounts receivable. . . . . . . . . . . . . .          (24,917)   (109,562)
    Other receivables. . . . . . . . . . . . . .             (5,000)          -
    Inventory. . . . . . . . . . . . . . . . . . . . .      (10,000)          -
    Accounts payable . . . . . . . . . . . . . . . .        852,758     317,224
    Accrued expenses . . . . . . . . . . . . . . .          (30,214)     60,000
    Deferred revenue . . . . . . . . . . . . . . . .         31,256           -
    Current portion of long term debt. . . . .               52,320           -
--------------------------------------------------------------------------------
         NET CASH USED IN OPERATING ACTIVITIES . .       (4,994,844)    (33,400)
--------------------------------------------------------------------------------
Cash flow from investing activities:
    Purchase of property and equipment . . . . . . .     (3,425,924)    (26,651)
    Intangible Assets. . . . . . . . . . . . . . .       (7,176,937)          -
    Deposits . . . . . . . . . . . . . . . . . . . . . .    (43,762)      2,154
--------------------------------------------------------------------------------
       NET CASH USED IN INVESTING ACTIVITIES . . .      (10,646,623)    (24,497)
--------------------------------------------------------------------------------

Cash flows from financing activities
    Proceeds from issuance of long term debt . .            993,574      35,000
    Payment of long term debt. . . . . . . . . .           (148,385)    (16,371)
    Proceeds from long term capital lease. . .              123,206           -
    Net(repayment to) advances from members. . . . . . . . . . . .      (67,744)
    Proceeds from sale of common stock . . . . . . .     14,729,001           -
    Proceed from sale of preferred stock
--------------------------------------------------------------------------------
      NET CASH PROVIDED FROM FINANCING ACTIVITIES.       15,697,396     (49,115)
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . .       55,929    (107,012)

Cash,  beginning of period . . . . . . . . . . . . . .       11,481     118,493
--------------------------------------------------------------------------------
CASH, END OF PERIOD. . . . . . . . . . . . . . . . . .  $    67,410   $  11,481
--------------------------------------------------------------------------------

                        See notes to financial statements

Supplemental  disclosures  of  non  cash  investing  activities:
   During  the years ended December 31, 2000 and 1999,  $428,280 and $169,601 of
office
   equipment  was  financed  by  lease  obligation.

  11,242,430  shares  of  common  stock  were issued at a value of $4,660,042 in
exchange  for  various  continuing  services.

                                       42


                               IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>
<S>                                                            <C>                        <C>           <C>
                                                                  Members             Common Stock         Additional
                                                              Capital Amount       Shares        Amount     paid in
                                                                                                            Capital
------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998. . . . . . . . . . . . . . . . . .  $           300
Reorganization. . . . . . . . . . . . . . . . . . . . . . . .             (300)        1,000   $         1          299
Issuance of common stock in exchange for accrued wages. . . .                -    11,385,000        11,300      153,700
Issuance of common stock in exchange for consulting services.                -     3,930,000        40,150       22,850
Exchange of common stock. . . . . . . . . . . . . . . . . . .                -     2,541,500       127,124     (127,124)
Stock issued for retirement debt. . . . . . . . . . . . . . .                -        85,000           850       55,250
Stock issued for fixed assets . . . . . . . . . . . . . . . .                -       190,000         1,900      123,100
Stock issued for intangible assets. . . . . . . . . . . . . .                -       250,000         2,500      162,500
Stock issued for consulting services. . . . . . . . . . . . .                -        10,000           100        6,500
Stock issued for cash . . . . . . . . . . . . . . . . . . . .                -       150,000         1,500       98,500
Net Loss.
------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999. . . . . . . . . . . . . . . . . .                0    18,542,500       185,425      495,575
Stock issed in connection with acquistion - Whoofnet. . . . .                -     9,893,500        98,935    8,001,065
Stock issued for forgivness of debt . . . . . . . . . . . . .                -       306,200         3,062      398,282
Stock issued for consulting services. . . . . . . . . . . . .                -     2,908,700        29,087    2,292,112
Stock issued issued with acquistion - 2 sendit. . . . . . . .                -     4,199,998        42,000    1,926,959
Stock issued for consulting services. . . . . . . . . . . . .                -     7,750,000        77,500    1,860,000
Stock Dividend. . . . . . . . . . . . . . . . . . . . . . . .                -    43,984,928             -            -
Net loss
------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000. . . . . . . . . . . . . . . . . .  $             0    87,112,594    $  436,009  $14,973,993
========================================================================================================================

                        See notes to financial statements

                                       43


                               IDIAL NETWORKS, INC.
                                AND SUBSIDIARIES
                        STATEMENT OF STOCKHOLDERS EQUITY
                                   (continue)

<S>                                                                <C>                  <C>
                                                                                         Total
                                                                                       Stockholder's
                                                                  Accumulated Deficit    (Deficit)
----------------------------------------------------------------------------------------------------
Balance, December 31, 1998                                            $  (294,049)      $ (293,749)
Reorganization. . . . . . . . . . . . . . . . . . . . . . . .                   -                0
Issuance of common stock in exchange for accrued wages. . . .                   -          165,000
Issuance of common stock in exchange for consulting services.                   -           63,000
Exchange of common stock. . . . . . . . . . . . . . . . . . .                   -                0
Stock issued for retirement debt. . . . . . . . . . . . . . .                   -           56,100
Stock issued for fixed assets . . . . . . . . . . . . . . . .                   -          125,000
Stock issued for intangible assets. . . . . . . . . . . . . .                   -          165,000
Stock issued for consulting services. . . . . . . . . . . . .                   -            6,600
Stock issued for cash . . . . . . . . . . . . . . . . . . . .                   -          100,000
Net Loss                                                                 (560,760)        (560,760)
---------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999. . . . . . . . . . . . . . . . . .             (854,809)       (173,809)
Stock issed in connection with acquistion - Whoofnet. . . . .                    -       8,100,000
Stock issued for forgivness of debt . . . . . . . . . . . . .                    -         401,344
Stock issued for consulting services. . . . . . . . . . . . .                    -       2,321,198
Stock issued issued with acquistion - 2 sendit. . . . . . . .                    -       1,968,959
Stock issued for consulting services. . . . . . . . . . . . .                    -       1,937,500
Stock Dividend
Net loss                                                                (7,567,928)     (7,567,928)
---------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000. . . . . . . . . . . . . . . . . .         $ (8,422,737)    $ 6,987,265
===================================================================================================
</TABLE>

                        See notes to financial statements

                                       44


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS


Note  1  -  Organization  and  Summary  of  Significant  Accounting  Policies

Organization  and  Business

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)
acquired  all of the issued and outstanding common shares of WCI in exchange for
15,316,000  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).  The predecessor Company, Woodcomm,
LLC  was  established  in  May  1997  in the state of Nevada.  The Company began
commercial  operations  in June 1998 as a facilities-based wholesale provider of
international  long-distance  telephone  services  into South East Asia from the
United  States.

The  Company  is  providing  Internet-based voice telecommunication to customers
around  the world.  It 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.

In  August 2000, the company acquired 100% of the stock of Whoofnet.com, Inc. (a
development  stage  company ("Whoofnet.com")  in exchange for the issuance of 10
million  new  shares  of  common  stock  of  the  Company.

Whoofnet.com  is a next generation Internet Company designed for direct selling.
The  company  was  formed under the laws of Florida on March 6, 2000.  The major
product  is  an  Internet portal for use by the general public.  The Company has
recently  completed its field-testing and Management plans to begin sales within
the  next  several  months.  All  costs associated with the startup phase of the
organization  have  been  expensed  in  the  current  period as per Statement of
Position  98-5.


Whoofnet.com  also  formed 6 subsidiary Delaware Corporations between the months
of  March and May 2000, and 2 foreign subsidiary corporations for the operations
of  various  aspects  of  its  business.

1)  Whoofbiz,  Inc. organized in March 2000 is planned to provide small business
services, which includes a 24-hour customer service center, product fulfillment,
merchant  account  fulfillment,  and  low  cost  high quality telecommunications
services.

2)  Whoofhealth,  Inc.  sells its own homeopathic herbal branded products to the
general  public.  The  product  is  marketed through various media including TV,
Direct  Sales  and  the  Internet.  The  Company  was  organized April 28, 2000.

3)  Whoofmail, Inc. was organized to provide free multilingual email services to
be  offered  to  the  general  public, in order to build the customer base.  The
Company  was  organized  April  28,  2000.

4)  Whoofmall,  Inc. will provide a shopping mall on the Internet, whereby other
vendors  can  advertise  and  sell  their  products  to the general public.  The
Company will receive its revenue through various services offered to the vendors
who  are  participating  in  the  mall.  The  Company  was  organized  May 2000.

5)  Whoofmusic.com, Inc. was created to sell its own label specializing in music
from the 60's, 70's, 80's and 90's and related products.  Marketing will be done
through  TV  Press  media and the Internet.  The Company was organized May 2000.

                                       45


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS

6)  Whooftelco, Inc. will be a low cost high quality telecommunications provider
to  the  European  and Asian wireless community and to the low cost domestic and
international  calls  customer  in the United States.  The Company was organized
March  2000.

7)  Whoofnet.Com AC is a Swedish corporation that was formed on January 16, 2001
susequent  to  the  year  end.  The  purpose is to  act  as  the  European  call
center  for  Whoofnet.Com.  The  Company  received  a $10,000,000 grant from the
Swedish  Government  to  provide  the  development  and expansion of a telephone
customer call center for the Swedish government. As of the date of this audit an
initial  application  for  a  draw  of  $260,000  has  been made to commence the
development.

8)  Whoofstore.Co  AB  was  formed  on  January  16,  2000  is  also  a  Swedish
corporation  as  a  duty  free  sales  center.  Management  estimates  that  the
licenser granting the Company a tax-free status has a market value between $5 to
10  million  US  dollars.

As  of  the  date  of  these  financial statements none of the subsidiaries were
active  or  funded.

In  October  2000  iDial  acquire  100%  of  the  stock  of  2sendit.com.

2sendit.Com  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.

In  August  2000  the  Company  acquired  100%  of  the  outstanding  stock  of
Whoofnet.com,  Inc.

Continued  Operations  and  realization  of  Assets

The accompanying consolidated 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 losses
from  operations  since  inception,  resulting  in  an  accumulated  deficit  of
approximately  $  8,422,736  at  December  31,  2000.

The accompanying financial statements do not include any adjustments relating to
the  recoverability  and  classification  of  recorded  asset  amounts  and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  in  existence.

The  Company's  near and long-term operating strategies in relation to the going
concern  encompass  pursuing  several initiatives intended to increase liquidity
through  increased  revenue.  The  first  is to expand its current prepaid phone
card  business  by  partnering  with  international termination partners in high
margin countries and aggressively market its products through web site and agent
networks.  High  traffic  will  result  in significantly lower carrier costs and
thus increase margins.  The second is to offer private label long distance voice
IP  service  and  other  applications  to  cable  operators and their customers.

Third  is  to  offer  iDial's  unique send-a-call application to e-greeting card
companies  which  would  allow  the  sender  and  recipient  to  be connected by
telephone with a click of a button.  The fourth is to offer iDial's Phone-me-now
application to e-commerce whereby telephone contact would be made with the click
of  a  button.

Concentration  of  Credit  Risk

The  Company's financial instruments that are exposed to concentration of credit
risk  consist  primarily  of  cash  and  accounts receivable.  Additionally, the
Company  maintains  cash balances in bank deposit accounts, which, at times, may
exceed  federally  insured  limits.  During  the  year  ended December 31, 1999,
predominantly  all  of  the  Company's sales were generated from one company and
receivable  consisted  of  $20,611  or  77% of total trade accounts  receivable.

Advertising  Costs

The  Company  expenses  advertising  costs  as  incurred.

Use  of  Estimates

                                       46


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS

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

Property  and  Equipment

Property  and  equipment  are  stated  at cost; equipment under capital lease is
stated  at  the lower of fair market value or net present value of minimum lease
payments  at  inception  of  the  leases.  Depreciation  is  computed  using the
straight-line  method  over  the  estimated  useful  lives or lease terms of the
related  assets  of  three  to  five  years.

Intangible  Asset

Intangible  asset  consists  of trademarks and rights of a particular phone card
and  is  stated at  cost.  Amortization  is  computed using the straight line
over the estimated useful  life of asset  over five  years.


Revenue  Recognition

Revenue  is  recognized  upon  the completion of long distance telephone service
based  on  the  duration of the telephone call and recognition of unused prepaid
funds  after  the  prepaid  cards  expire.


Fair  Value  of  Financial  Instruments

The  carrying  amounts  of  financial  instruments  including  cash,  accounts
receivable, accounts  payable and accrued expenses approximate fair value as of
December 31, 2000, as  a  result  of  the  relatively  short  maturity  of
these  instruments.

The  fair  value of the notes payable approximate the carrying value as both the
stated rate and  discount  rate on the notes approximates the estimated current
market rate.

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.  At December 31, 2000, the Company  determined  no  impairment  was
appropriate.

Income  Taxes

Effective  April  1999, the Company was reorganized, changing from an LLC to a C
Corporation.  As  a  result, the Company recognizes deferred tax liabilities and
assets  for the  expected  future  tax consequences of events that have been
included in the financial statements  or  tax  returns.  Under  this  method,
deferred tax liabilities and assets  are determined  based  on  the  difference
between the financial statements and tax basis  of assets and  liabilities using
the enacted tax rates in effect for the year in which  the differences  are
expected to reverse.  The measurement of deferred tax assets is reduced,  if
necessary,  by the amount of any tax benefits that, based on available evidence,
are  notexpected  to  be  realized.

At  December  31,  2000  the  Company  and  its subsidiaries each had losses and
consequently  there  is  no  provision  for  income  taxes.

Each  Company  files  their  own  tax  return.

                                       47


Basic  and  Diluted  Net  Loss  Per  Share


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS

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") and SEC Staff Accounting Bulletin No. 98 ("SAB ").  Under the provisions
of SFAS 128 and SAB 98,  basic  and  diluted net loss per share is computed by
dividing the net loss available  to common  stockholders  for  the  period  by
the weighted average number of common shares outstanding  for  the  period.

Recently  Issued  Accounting  Pronouncements

During  April  1998,  Statement  of  Position  98-5,  "Reporting in the Costs of
Start-up Activities"  was  issued.  SOP  98-5  was  required  to  be adopted by
the first quarter  of  1999.
The  Company  had  no  effect  on  operations  upon  adoption  of  SOP  98-5.


Note  2  -  Property  and  Equipment

Property  and  equipment  consists  of  the  following:

                                              December  31,
                              -------------------------------------
                                     2000                 1999
                              -------------------------------------
Telephony  equipment       .      $    600,716           $  288,974
Computers  and  equipment              631,127              111,071
Trademarks                             215,000                    -
Software                             2,247,076                    -
Furniture  &  Fixtures                 177,872                    -
                              -------------------------------------
                                     3,871,791              400,045
Less  accumulated  depreciation     (1,188,628)             (46,131)
                              -------------------------------------
                                  $  2,683,163           $  353,914
                              =====================================


Note  3  -  Long-Term  Debt

Long-term  debt  consists  of  the  following:

                                                    December  31,
                                        -------------------------------------
                                              2000                  1999
                                        -------------------------------------

Capital  leases  with  monthly  installments
   Totaling  $12,019  including  interest  at
   23%  and  expiring  December  2001
   through  August  2003.  Collateralized
   by  equipment  with  a  net  book  value  of
   approximately  $428,280  and  $178,000
   at  December  31,  2000  and  1999,
   respectively.                                $144,229          $56,571

Various  note  payables  issued  for
   Acquisition  of  equipment,  paid
   During  1999  with  the  issuance  of
   Common  stock.                                 23,856          404,474

Various  note  payables  issued  for  loans    1,112,674                -
By  the  stockholders  at  7%  interest
Payable  on  demand.
                                        -------------------------------------
                                              $1,280,759     $  461,  045
                                        =====================================

                                       48


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS

Maturities  of  long-term  debt  as  of  December  31,  2000  are  as  follows:

                               Long-Term        Capital
Year Ending December 31,          Debt           Leases            Total
--------------------------------------------------------------------------------
          2001                 $  13,685      $  124,879      $  138,564
          2002                     9,535          49,653          59,188
          2003                     3,178          23,058          26,236
                         ---------------     ------------     --------------
                                  26,398         197,590         223,988
Less  amount
representing  interest            (3,335)        (45,446)        (48,781)
                         ---------------     ------------     --------------
                                  23,063         152,144         175,207
Less  current  maturities        (11,571)       (148,736)       (160,307)
                         ---------------     ------------    ---------------
                               $  11,492      $  121,644      $   14,900
                         ===================================================

The  Company  leases  office  space  and furniture and equipment under operating
leases,  which  expire  February  2000  through  July  2000.

Future minimum obligations under the non-cancelable operating leases at December
31,  2000  are  as  follows:

Year Ending December 31,
---------------------------------
2001     2001             124,879
2002     2002              49,653
2003     2003              23,058
---------------------------------
                      $   197,590

Rent  expense  under the operating leases was $219,440 and $41,954 for the years
ended  December  31,  2000  and  1999,  respectively.


Note  5  -  Shareholder  Advance

In  2000,  the  Company received advances from a shareholder to fund operations.
The  advances are interest bearing at 7% per annum and payable on demand.  As of
December 31, 2000 and 1999, the advances from stockholder totaled $1,112,674 and
$186,844,  respectively.

Note  6  -  Income  Taxes

At  December  31,  the  Company  has  net  operating  loss  carry  forwards  of
approximately:
          1999  -     536,000,  which  expires  in  2014.
          2000  -   7,567,928,  which  expires  in  2015.

The  Company  has  recorded a long-term deferred tax asset for the net operating
loss  of  approximately  $208,504  at December 31, 1999, and has provided a 100%
valuation  allowance  on  the  deferred  tax  asset due to uncertainty as to the
ultimate  utilization  of  the  net  operating  loss  carry  forwards.

Note  7  -  Stock  Transactions

Prior  to  the reverse acquisition, the stockholder of WCI was issued 11,385,000
shares of common stock in exchange for $165,000 or accrued wages.  Additionally,
various consultants were issued common stock in exchange for services.  The fair
market  value  of the common stock on the date of these issuances was determined
based  on  the  consideration  received,  as  that  amount  was  more  readily
determinable  and  reliably  measurable than the fair market value of the common
stock  transferred.

In  the  year  2000,  the  Company issued common shares in exchange for debt, to
acquire  various  assets and in payment of consulting services.  The fair market
value  of  the  common  stock  on  the  date  of  these  issuances  varied.

The  various  stock  transactions,  which  occurred  in  2000,  are  as follows:

The  Company  issued  10,936,230  share  of  unrestricted common stock valued at
$4,258,698  in  exchange  for  services.

                                       49


                               IDIAL NETWORKS, INC

                          NOTES TO FINANCIAL STATEMENTS

Note  7  -  Stock  Transactions  (continued)

The  Company  issued  9,893,500 share of common stock in August 2000 for 100% of
the outstanding stock of Whoofnet.com Inc., which had a market value at the time
of  $8,100,000.

In  October  2000,  the  Company issued 4,199,998 shares of common stock for the
acquisition  of  2Sendit.com,  Inc. The market value of the stock at the time of
acquisition  was  $1,968,959.

In December the company issued a stock dividend equal to 43,511,697 or one share
Of stock  for  each  share  outstanding  to  all  the  investors  of  record.

                                       50