FORM 10-KSB-A1

                       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



                              iDial Networks, Inc.
               (Exact name of Company as specified in its charter)

                                    formerly
                        Desert Springs Acquisitions, Inc.



Nevada                                                                84-1043258
(Jurisdiction  of Incorporation)            (I.R.S. Employer Identification No.)

16990  Dallas Parkway Suite 106, Dallas, Texas                             75248
(Address  of principal executive offices)                             (Zip Code)

Company's  telephone  number,  including  area  code:    (972)  818-1058

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 Company (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
Company  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 the Company's knowledge be
contained  herein,  in  definitive  proxy or information statements incorporated
herein  by  reference  or  any  amendment  hereto.)

As  of  December 31, 1999, the aggregate number of shares held by non-affiliates
was  approximately  15,465,133  shares.  Due  to  the  limited  market  for  the
Company's securities, no estimate is being supplied herewith of the market value
for  such  securities.

As  of  December  31,  1999,  the  number of shares outstanding of the Company's
Common  Stock  was  18,542,500.


                        Exhibit Index is found on page 17
<PAGE>
                                     PART I

                            Un-Numbered Introduction

     This  amended  Form 10K-SB is filed to correct Item 4 of Part I as follows:


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

     Certain matters were submitted to shareholders and apporved on December 21,
1999:.

     (1)  To  Ratify  and  Approve  that  certain  plan  of  reorganization  and
acquisition,  Dated  November  30, 1999, by which this corporation would acquire
Woodcomm  International, Inc., a private Corporation, for issuance of 16,000,000
new  investment  shares  of  common  stock.

     (2)  Approve filing of "Shelf Registration Statement" for issuance of up to
2,000,000  shares  of  common stock at offering price of not less than $3.00 per
share.

     (3)  Approve  and  Authorize  a change of the corporate name, and change of
situs  of  the  Corporation  from  Colorado  to  Nevada,  as  a  part  of  this
Reorganization, to become and be iDial Networks Inc., a Nevada Corporation, or a
substantially  similar  name  as  may  be  available  in  Nevada.

     (4)  Re-Elect  and  empower the present Directors to appoint a new Board of
three,  effective  upon  closing  the transaction mentioned in Proposals Numbers
1-3,  to  then  consist of the following three (3) Directors, to serve until the
next  Annual  Meeting  of Shareholders or until their successors are elected and
qualified:  Mark  T.  Wood,  Klaus  Scholz,  and  Edward  Janusz.

In  all  other  respects,  this  filing  is  unchanged.

                        Item 1.  Description of Business.

(a)  Historical  Information.   Desert  Springs  Acquisition Corp. ("We", "Our",
"Us"  and  sometimes  the  "Company") is a Colorado corporation (formerly Bartel
Financial  Group,  Inc)  (BFG  Colorado)  organized  October 3, 1986, as WTS III
Capital  Corporation  ("WTS"). WTS conducted a public offering of its securities
pursuant  to  a  Registration Statement filed with the Denver Regional Office of
the Securities and Exchange Commission ("SEC") which was effective on August 11,
1987, under the Securities Act of 1933. The offering closed after receipt of the
maximum  proceeds  of  $300,000. On October 7, 1987, WTS acquired 100% of Bartel
Financial  Group,  Inc. ("BFG Utah"), a Utah Corporation in transaction commonly
characterized  as  a  "reverse  acquisition".

     On  July  11,  1995,  pursuant  to authority granted by shareholders at the
Special  Shareholders  Meeting  of  October  28,  1994,  the  Board of Directors
resolved  as  follows:  The Officers were empowered and directed to effectuate a
200  for  1  reverse  split  of  the  Company's  Common  Stock; provided that no
shareholder  shall  be  reduced  to  less  than  10  shares as a result thereof.
Following  the  200  to  1  reverse split, and as a result thereof, the existing
138,100,000  shares  issued  and outstanding were reduced to 690,500 shares. The
Officers  were  further  empowered  and  directed  to  change  the  name  of the
Corporation  to  Desert  Springs  Acquisition  Corp.

     On  September  18,  September  28,  and  October  7, 1995, respectively, we
entered  into certain Financial Service Agreements. Attention is directed to the
Exhibits  furnished with Quarterly Report on Form 10-Q dated September 30, 1995,
December  31,  1995  and  March  31,  1996.  These agreements were the subjects,
respectively,  of  three  successive  filings  resulting  in the Registration of
1,252,000  shares of common stock on Form S-8, pursuant to the Securities Act of
1933.  No  change  of  control  of the Company resulted from the registration or
disposition  of  the  Securities  registered  on  Form  S-8.

(b)  The  Reorganization.   On  December 23, 1999, we completed a reverse merger
with  iDial  Networks  Inc.,  formerly  Woodcomm International Inc., an Internet
based  Telephony  Services company. The Company subsequently changed its name to
iDial  Networks,  Inc.  and  changed  its  symbol  to  IDNW.

(c) Summary of Significant Events following Reorganization.   As a result of the
foregoing  transactions, as of the date of this Annual Report, the Company had a
single class of securities, namely common equity voting stock, 50,000,000 shares
(of  par  value  $0.001)  authorized; of which 18,542,500 shares were issued and
outstanding.


(d)  The  Business  of  Company  and  its  Subsidiaries.   We are an established
Application  Service  Provider  (ASP)  of  Internet  Protocol  (IP)  Telephony
communications.  Through  a  reverse merger in December 1999, we became publicly
traded  with  the  symbol (OTCBB:IDNW). Our web address is www.iDialnetworks.com

     We  compete  in  a  business sector known as Voice Over IP (VoIP), which is
experiencing  explosive growth and is projected to reach $60 billion in revenues
by  2005,  according  to Ovum Research.  The Internet phenomenon continues, with
International Data Corporation projecting nearly 400 million global users by the
end  of  2002.  E-Marketer  estimates  that  9.4  billion  e-mail  messages  are
delivered  daily,  and  TeleGeography  projects  the international long distance
market  to  grow  to  $79  billion  by the end of 2001, comprised of 143 billion
minutes  of  LD  calls.  All  these factors have enabled the more efficient VoIP
technology  to  begin  to  change  the  face  of  global  communications.

     The  Company  has  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 made phone to
phone.  The  majority  of  PC  owners  does  not  have microphones and telephony
software  and thus prefer the more familiar telephone for verbal communications.
When  the  market  dictates, iDial will offer PC to Phone and PC to PC telephony
services.

     The  Company  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.

     (1)  Product  Description
     The  Company  currently  offers  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  -  Web  initiated  worldwide phone calls with US dial tone and low
tariffs.

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

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

CellPhoneCard  -  Based  upon  ANI recognition of a subscriber's cellular phone,
subscribers  benefit  from  low international tariffs when nationwide calling is
included  in  the  subscriber's  cellular  rate  plan.

HomePhoneCard  -  Based  upon  ANI recognition of a subscriber's home phone, low
international  tariffs  available  with  a  local  access  number.

        CheapPhoneCard  -  Internet  purchased  phone  cards  for  USA  usage.

The  company has additional VoIP products and services in development, targeting
specific  business  to  business  markets,  as  well as consumers. They include:

        Conference  Calling  with  up  to  8  participants

Low  cost  International  callback  service  for Internet users outside the USA.

Web  based  International  Call  Center  for  use  by  iDial  Call  Center
Agents  who  will  have complete virtual call center capabilities from their web
connection  allowing  web  based  call  setup,  billing  and  reporting.

Free PC to PC calls with H.323 compliant technologies like Microsoft NetMeeting,
and  marginal  fees  to  phones  worldwide.

Service  to  Residential  and  Business customers throughout the US on a direct,
post  paid  and  billed  to  your  credit  card  service.

        (2)  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 ever shrinking high margin revenue base.  Little attention
has  been  given  to  domestic  VoIP with bundled service offerings. 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,
nationwide  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. A
                primary  strategy  is  to  offer  flat rate global long distance
                service  to  cable  subscribers  in  a  partnership with leading
                cable  operators.

        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.

        4)      Provide  Unique  VoIP  Products  and  Services  for  Business to
                Business.  The  Company's  current  suite  of VoIP products will
                greatly  enhance  the  e-commerce  companies.

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.

(3)  Technical  Support
The Company's network operations center is located at its corporate headquarters
in Dallas, with gateway equipment also located in Los Angeles to serve the Asian
market.  Customer  service  is  provided  in  several languages.  As the Company
increases  its  services  and  minutes  sold,  it  plans  to  install additional
equipment  in  appropriate  sites. The first stage of network expansion projects
gateways  in  New  York  and Miami, in addition to the Los Angeles facility. The
Company  will  lease  existing  capacity  in  other locations until such time as
sufficient  business  is generated to warrant Company owned switching equipment.

        The Company has deployed VoIP technology with leading manufacturers such
as  Cisco  Systems  and  Clarent, and contracts for carriage with major Internet
backbone  suppliers  such  as  Quest  and  Pacific  Gateway.

The  Company  engineering  staff consists of five software developers located at
the  Company's  90%  owned Technology Center in Sri Lanka, as well as two Dallas
based  technicians.

(4)  Proprietary  Technology
The  Company uses a combination of its own proprietary software applications and
commercially  available  licensed  technology  to conduct Internet and telephone
routing  operations.

        The  Company has developed proprietary software which permits a customer
to  purchase  a  virtual calling card on the Web site using a credit card and to
have  the  virtual  calling  card account activated while on the Web site.  Also
proprietary  are  various  credit and fraud management applications which aid in
checking credit and limiting fraudulent transactions.  Additionally, the Company
has developed proprietary software that allows for the real-time provisioning 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.

(e)  Financing  Plans.  For  information,  please  see  Item  6  of  Part  II
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

(f)  Government  Regulation.  Congress  has  recently  adopted  legislation that
regulates  certain  aspects  of  the  Internet,  including  online content, user
privacy,  taxation,  access  charges,  liability  for third-party activities and
jurisdiction. In addition, a number of initiatives pending in Congress and state
legislatures  would prohibit or restrict advertising or sale of certain products
and  services  on the Internet, which may have the effect of raising the cost of
doing  business  on  the Internet generally. The European Union has also enacted
several  directives  relating  to  the  Internet,  one of which addresses online
commerce.  In  addition,  federal,  state,  local  and  foreign  governmental
organizations  are  considering  other legislative and regulatory proposals that
would  regulate  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.

     The  Federal  Trade  Commission  has  proposed  regulations  regarding  the
collection and use of personal identifying information obtained from individuals
when  accessing  Web  sites, with particular emphasis on access by minors. These
regulations may include requirements that companies establish certain procedures
to  disclose  and  notify users of privacy and security policies, obtain consent
from  users  for  certain collection and use of information and to provide users
with  the  ability  to access, correct and delete personal information stored by
the  Company.  These  regulations  may  also  include  enforcement  and  redress
provisions.  There  can be no assurance that we will adopt policies that conform
to  any  regulations  adopted by the FTC. Moreover, even in the absence of those
regulations,  the  FTC  has  begun  investigations into the privacy practices of
companies  that  collect information on the Internet. One investigation resulted
in  a  consent  decree pursuant to which an Internet company agreed to establish
programs  to  implement  the  principles noted above. We may become subject to a
similar  investigation,  or  the  FTC's  regulatory  and enforcement efforts may
adversely  affect  the  ability  to collect demographic and personal information
from  users, which could have an adverse effect on our ability to provide highly
targeted opportunities for advertisers and electronic commerce marketers. Any of
these  developments  would  materially adversely affect our business, results of
operations  and  financial  condition.

The  European  Union  has  adopted  a directive that imposes restrictions on the
collection  and  use  of  personal  data.  Under  the directive, citizens of the
European  Union are guaranteed rights to access their data, rights to know where
the  data  originated,  rights  to  have  inaccurate  data  rectified, rights to
recourse  in  the event of unlawful processing and rights to withhold permission
to use their data for direct marketing. The directive could, among other things,
affect  United  States companies that collect information over the Internet from
individuals in European Union member countries, and may impose restrictions that
are more stringent than current Internet privacy standards in the United States.
In  particular,  companies with offices located in European Union countries will
not  be  allowed  to send personal information to countries that do not maintain
adequate  standards  of  privacy.  The  directive does not, however, define what
standards  of  privacy  are  adequate.  As a result, the directive may adversely
affect the activities of entities such as us that engage in data collection from
users  in  European  Union  member  countries.

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
California,  Colorado  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 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 Web site, other than
for  virtual  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 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 taxes on
Internet-based  transactions was passed by the United States Congress last year.
The  tax moratorium will be in effect only for three years. 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. If
the  moratorium  expires  at  the  end  of  its three-year term, there can be no
assurance that the moratorium will be renewed at the end of such period. Failure
to  renew  the  moratorium  could  allow  various  states  to  impose  taxes  on

Internet-based  commerce.  The  imposition  of  such taxes could have a material
adverse  effect  on  our  business,  financial  condition and operating results.

(g)  Competition.  The  long  distance  telephony market and, in particular, the
Internet  telephony  market,  is highly competitive. There are several large and
numerous  small  competitors, and we expect to face continuing competition based
on price and service offerings from existing competitors and new market entrants
in  the  future.  The principal competitive factors in the market include price,
quality  of  service,  breadth  of  geographic  presence,  customer  service,
reliability,  network  capacity  and the availability of enhanced communications
services.

     Many of our competitors have substantially greater financial, technical and
marketing  resources, larger customer bases, longer operating histories, greater
name  recognition  and  more  established  relationships in the industry than we
have.  As  a  result,  certain  of  these  competitors may be able to adopt more
aggressive  pricing  policies,  which  could  hinder  our  ability to market our
Internet  telephony  services.  One  of  our  key  competitive advantages is the
ability  to  route  calls through Internet service providers, which allows us to
bypass  the  international  settlement  process  and realize substantial savings
compared  to  traditional  telephone service. Any change in the regulation of an
Internet service provider could force us to increase prices and offer rates that
are  comparable  to  traditional  telephone  call  providers.

        We  believe  that the primary competitive factors determining success in
the  Internet  and IP communications market are: quality of service, the ability
to  meet  and  anticipate  customer  needs  through  multiple service offerings,
responsive  customer  care  services,  and  price.

        Future  competition  could  come from a variety of companies both in the
Internet  and  telecommunications  industries.  These  industries  include major
companies  who  have greater resources and larger subscriber bases than we have,
and have been in operation for many years. We also compete in the growing market
of  discount telecommunications services including calling cards, prepaid cards,
call-back  services,  dial-around or 10-10 calling and collect calling services.
In  addition, some Internet service providers have begun to aggressively enhance
their  real  time  interactive  communications,  focusing  initially  on instant
messaging,  although  we  expect  them to begin to provide PC-to-phone services.

        Internet  and  IP  Telephony  Providers.  Many companies provide, or are
planning to provide, certain portions of the complete communications solution we
offer,  including  Net2Phone,  Delta  Three,  Gric,  iBasis,  Jens  Corporation,
JFAX.COM,  GlocalNet  and  Poptel.

        Traditional  Telecommunications  Carriers.  Several  traditional
telecommunications  companies,  including industry leaders such as AT&T, Sprint,
Deutsche  Telekom,  MCI  WorldCom  and  Qwest  Communications International have
recently  announced  their  intention  to  offer  enhanced  Internet  and  IP
communications  services  in  both the United States and internationally. All of
these  competitors  are  significantly larger than we are and have substantially
greater financial, technical and marketing resources, larger networks, a broader
portfolio  of  services,  stronger  name  recognition  and  customer  loyalty,
well-established  relationships  with  many  of  our  target  customers,  and an
existing  user  base  to  which  they  can  cross-sell  their  services.

        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  Destia  Communications, Inc., RSL Communications, IDT Corp.,
Pacific  Gateway  Exchange,  Inc.,  FaciliCom  International,  LLC,  WorldQuest
Networks,  Inc.  and  PRIMUS Telecommunications Group, Incorporated. 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.

        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, Nuera 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.

(h)  Planned  Acquisitions.  There  are  no  planned  acquisitions.

(i)  Employees.   As  of  January  31,  2000,  we  employed  15 full-time and 10
part-time  employees. None of our employees are covered by collective bargaining
agreements.

(j)  Year  2000.  We  have not experienced any "Year 2000" technical or computer
deficiencies  to  date, however, there may be future Y2K compliance problems for
our  vendors  or  suppliers  that  may indirectly affect the productivity of our
Company.



                              Item 2.  Facilities.


          We  maintain  our executive offices at 16990 Dallas Parkway Suite 106,
Dallas,  Texas  75248.  The  facilities  are used for software development.  The
office  size  is  2,666  square  feet.


<PAGE>

                           Item 3.  Legal Proceedings.


     There  are no legal or other proceedings pending against the Company, as of
the  preparation of this Report, and no facts are known or suspected which would
give rise to any anticipation of any such proceedings in the foreseeable future.


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

     Certain matters were submitted to shareholders and apporved on December 21,
1999:.

     (1)  To  Ratify  and  Approve  that  certain  plan  of  reorganization  and
acquisition,  Dated  November  30, 1999, by which this corporation would acquire
Woodcomm  International, Inc., a private Corporation, for issuance of 16,000,000
new  investment  shares  of  common  stock.

     (2)  Approve filing of "Shelf Registration Statement" for issuance of up to
2,000,000  shares  of  common stock at offering price of not less than $3.00 per
share.

     (3)  Approve  and  Authorize  a change of the corporate name, and change of
situs  of  the  Corporation  from  Colorado  to  Nevada,  as  a  part  of  this
Reorganization, to become and be iDial Networks Inc., a Nevada Corporation, or a
substantially  similar  name  as  may  be  available  in  Nevada.

     (4)  Re-Elect  and  empower the present Directors to appoint a new Board of
three,  effective  upon  closing  the transaction mentioned in Proposals Numbers
1-3,  to  then  consist of the following three (3) Directors, to serve until the
next  Annual  Meeting  of Shareholders or until their successors are elected and
qualified:  Mark  T.  Wood,  Klaus  Scholz,  and  Edward  Janusz.

                                     PART II

           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 18,542,500 shares of Common Stock
as  of  December 31, 1999, all shares, subject to an exception for the 3,077,367
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 tradeable in
brokerage  transaction.  Affiliates  are  permitted  by  Rule  144  to  sell
affiliate-owned  securities  (Restricted  Securities held for more than one 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  tradeable  in  brokerage  transactions.

(b)  Holders.     Management  calculates  that the approximate number of holders
of  the  Company's  Common  Stock,  as  of  December  31,  1999  was  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. No other
dividends  have  been  paid or declared by the Company and none are anticipated.

(d)  Sales  of  Unregistered  Common  Stock  1999.    None


(e)  Market  Information.     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  1999               1.00               0.05
2nd  1999               1.05               0.10
3rd  1999               1.37               0.20
4th  1999               1.87               0.20

     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.


                        Item 6.  Selected Financial Data.


     The  following  information  is  provided  as  of  the Date of this Report:

December  31                     1999     1998      1997        1996        1995
Total Assets                  617,537        0         0           0           0
Revenues                    1,575,826        0         0           0           0
Operating  Expenses           560,106    6,000    22,234      25,034       1,314
Net  Earnings  or  (Loss)    (650,760)  (6,000)  (22,234)    (25,034)    (1,314)
Per Share Earnings or (Loss)    (0.05)   (0.00)    (0.01)      (0.02)     (0.00)
Average Common Shares
Outstanding                14,211,267  2,074,500 1,942,500  1,942,500    690,500


<PAGE>

   Item 7.       Management's Discussion and Analysis of Financial Condition and
                             Results of Operations .


(a)  Plan  of  Operation  for  the  next  twelve  months.

In  December 1999, Desert Springs Acquisition Corporation (DSAC) acquired all of
the  issued  and  outstanding shares of Woodcomm International, Inc. in exchange
for 15,316,000 shares of common stock of DSAC.  For financial reporting purposes
the  business combination was accounted for as a reverse acquisition with WCI as
the acquirer.  The historical financial statements prior to the merger are those
of  WCI.

The  Company provides Internet-based voice telecommunication to customers around
the  world.

(b)  Liquidity  and  Capital  Resources

The  Company  used  cash  in  operations  of  $33,400  compared  to cash used in
operations  of  $8,040  for 1998.  This is primarily due to net losses offset by
increases  in  accounts  payable  and  accounts  receivable.

The  Company  has  primarily funded investing activities through the issuance of
long-term  debt  and  advances  from Member.  The Company is currently exploring
other  financing  alternatives.

Year  ended  1999  compared  to  1998
-------------------------------------

The  Company's  recorded  loss  for the year ended 1999 was $650,760 compared to
$201,447  for  the  year  ended  1998.  This  $449,313  increase in the loss was
comprised  of  an  increase in sales and gross margin significantly offset by an
increase  in  general and administrative expenses of $461,927 and an increase in
interest  expense  of  $72,685.

The  $1,050,893  increase  in  sales  was  due  to an increase in products being
offered  as  well  as an increase in the overall customer base.  Throughout 1998
and most of 1999, the majority of the Company's sales were to one customer.  The
terms  of this relationship allowed for minimal gross margins on sales.  Late in
1999,  the  Company  expanded  its  customer  base  as  well as its product mix.
Along  with the typical Internet-based telecommunication service offered through
third  parties,  the  Company  began  selling phone cards and offering web-based
service.  This  created  more  opportunity  for  sales as well as an increase in
gross  margin.

The  increase in general and administrative expense is primarily attributable to
an  increase  of  approximately  $200,000  in  consulting  and professional fees
incurred  in  connection  with  the reorganization. Approximately $150,000 of an
increase  in  depreciation  expense  due  to the increase in fixed assets and an
increase  of  approximately  $150,000  in  salaries.

<PAGE>

              Item 8.  Financial Statements and Supplementary Data.

     Reference  is  made to Auditors Report of December 31, 1999 filed herewith.
Those  financial  statements,  attached  thereto are incorporated herein by this
reference  as  though  fully  set  forth  herein.

Please  see  the  Exhibit  Index  found  on  page  17  of  this  Report.


                      Item 9.  Change of Company's Auditor.


    This  Reorganized  Corporation  shall  have  new  auditors, Ehrhardt, Keefe,
Steiner  &  Hottman,  7079  E  Tufs Ave, Suite 400, Denver Colorado 80237-24843.
There  has  been  no  disagreement  with  any  auditor  about  any  item.


             The remainder of this page is intentionally left blank

<PAGE>

                                    PART III

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


     The  Company  has  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, 1999
concerning  our  executive  officers.

NAME                    AGE     POSITION

Mark  T.  Wood            40    Chairman  of  the  Board
George  V. Stein          58    CEO, President and Director (as of January 2000)
Klaus  Scholz             50    Chief  Operating  Officer  and  Director
Edward  J.  Janusz        52    Director


Mark  T.  Wood,  Chairman  of  the  Board
Mark  Wood  has  served  as  managing  officer since the inception (May 1997) of
Woodcomm  International,  predecessor  to  iDial Networks Inc.  From 1996 to May
1997,  Mr.  Wood was Vice President and General Manager of Loxcomm America Inc.,
an  international  telecommunications  company.  From  1995 to 1996 he served as
chief  Operating  Officer  of  WorldQuest Networks L.L.C., a Dallas, Texas-based
international  Internet  Telecommunications  company.  From  1992 to 1995 B Vice
President,  International Sales of Intellicall, Inc. (AMEX:ICL) an international
telecommunications  company.


George  V.  Stein,  became  CEO,  President  and  Director  in  January of 2000.
Mr.  Stein  is  a  30-year veteran of the cable and telecommunications industry,
recognized as one of the top 100 most influential executives in 1998 by CableFax
Magazine. He was co-founder of Encore Media Corporation, a Liberty Media company
(NYSE:LMG)  that  serves  in  excess  of  50  million subscribers with a host of
programming  services  including  ENCORE and STARZ. Most recently, Mr. Stein was
the  founder  and  Chief  Executive  Officer of Hallmark Entertainment Networks,
Inc., a Hallmark Cards company. Renamed Crown Media Holdings, Inc., (NYSE:CRWN),
the  company  has filed an S-1 registration and will become a billion dollar cap
entity  upon  completion  of  it's underwriting, led by DLJ.  A Wharton MBA with
brand  management  experience  at  Procter and Gamble, Mr. Stein brings a unique
combination  of  marketing  and  financial  skills  to  the  VoIP  industry.


Klaus  Scholz,  Director  and  Chief  Operating  Officer
Mr.  Scholz  introduced  the worldwide first Internet based Payphone when he was
the  Managing  Director  of  The  PayPhone  Co.  (PPC)  on  behalf  of  the Thai
conglomerate,  Loxley  PLC.  A native of Germany, he served ten years at Hewlett
Packard  (Country  Manager South East Europe) before moving to Asia in 1987.  In
Thailand,  he  became the Managing Director of the publicly listed Semiconductor
Ventures  International  LTD.  He  joined that company as the Country Manager of
the  German  Engineering  and  Certification  Body  TUV that cooperated with the
Chinese  government  to  improve  quality  and safety standards in the Taiwanese
industry.

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.


                        Item 11.  Executive Compensation.
                                      None.



    Item 12.  Security Ownership of Certain Beneficial Owners and Management.


                                  Common Stock

     To  the  best  of  Company's  knowledge and belief the following disclosure
presents, as of the date of this report, December 31, 1999, 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 beneficially 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.

                       Please see table on following page

<PAGE>
           Security Ownership of Officers and Directors and 5% Owners

Name  and  Address of Beneficial Owner          Amount and Nature     Percent of
Class
                                                 of  Ownership
--------------------------------------------------------------------------------
 Mark  T.  Wood,  Chairman  of  the  Board
 5919  Buffridge  Trail
 Dallas,  TX  75252                              3,385,000           18.26
--------------------------------------------------------------------------------
 George V. Stein, CEO, President, Director(1)                  0            0.00
--------------------------------------------------------------------------------
 Klaus  Scholz,  Director  and  COO
 19019  Preston  Road,  Suite  616
 Dallas,  TX  75252                              1,500,000            8.09
--------------------------------------------------------------------------------
 Edward  J.  Janusz,  Director
 7  Lacewing  Place
 The  Woodlands,  TX                                  50,00            0.27
--------------------------------------------------------------------------------
All  Officers  and  Directors as a Group               4,935,000           26.61
================================================================================
 Mauricio  Vega  III
 14910  Ridge  Hill
 San  Antonio,  TX  78233                         1,000,000            5.39
--------------------------------------------------------------------------------
 Fostures  Ventures(2)
 5919  Buffridge  Trail
 Dallas,  TX  75252                              8,000,000           43.14
--------------------------------------------------------------------------------
 REXCO
 900-609  Granville  Street
 P.O.  Box  10341  Pacific  Centre
 Vancouver,  BC  V7Y  1H4  Canada                    1,530,133            8.25
--------------------------------------------------------------------------------

Total  Shares  Issued  and  Outstanding               18,542,500          100.00
================================================================================

(1)  Amount  of ownership is 2,500,000 shares of Mark Wood's 3,385,000 issued in
2000.
(2)  Fosters  Ventures  is  a  family  trust beneficially owned by Mark T. Wood.


            Item 13.  Certain Relationships and Related Transactions.

                                      None.
<PAGE>

                                     PART IV

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



(a)  Financial  Statements.   Reference  is  made to Auditors Report of December
31,  1999  filed  with herewith. Those financial statements, attached as Exhibit
"F"  thereto are incorporated herein by this reference as though fully set forth
herein.

(b)  Form  8-K  Reports.    A Form 8-K was filed on December 15, 1999.  The Form
8-K  reported the change of control of this Company, in accordance with the plan
of  reorganization  and  acquisition,  dated  November  30,  1999, by which this
Company  acquired  Woodcomm  International,  Inc.,  a  private  Corporation, for
issuance of 16,000,000 new investment shares of common stock. In addition to the
change  of  control,  certain  other proposals incidental to the acquisition and
change  of  control  are  were  approved:  (a)  filing  of  "Shelf  Registration
Statement" for issuance of up to 2,000,000 shares of common stock at an offering
price  of not less than $3.00 per share; (b) a change of the corporate name, and
change  of  Situs  of the Corporation from Colorado to Nevada, as a part of this
Reorganization, to become and be iDial Networks Inc., a Nevada Corporation, or a
substantially  similar  name  as may be available in Nevada; (c) election of the
following  three  Directors,  to  serve  until  the  next  Annual  Meeting  of
Shareholders  or until their successors are elected and qualified: Mark T. Wood,
Klaus  Scholz,  and  Edward  Janusz.

(c)  Exhibits.   Please  see  Exhibit  Index,  following.




--------------------------------------------------------------------------------
                                  Exhibit Index

                       Financial Statements and Documents
                    Furnished as a part of this Annual Report
--------------------------------------------------------------------------------
Exhibit  1.          Articles  of  Amendment  - Desert Springs Acquisition Corp.
Exhibit  2.        Articles  of  Amendment  -  iDial  Networks,  Inc.
Exhibit  3.          Articles/Certificate  of  Share  Exchange  and  Merger
Exhibit  F.        Audited  Financial  Statements  -  December  31,  1999.
--------------------------------------------------------------------------------


<PAGE>

                 Supplementary Information to be Furnished With
              Reports Filed Pursuant to Section 15(d) of the Act by
                 Companies 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 Company
and  in  the  individual  capacities  and  on  the  date  indicated.

December  31,  1999.


                              iDial Networks, Inc.
                              a Nevada corporation

                                       by


________________________                              _______________________

Mark  Wood                                                       George V. Stein
Chairman  of  the  Board                                         President/
Director

<PAGE>

--------------------------------------------------------------------------------
                                    Exhibit 1

                              Articles of Amendment

                        Desert Springs Acquisition Corp.
--------------------------------------------------------------------------------




<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                        Desert Springs Acquisition Corp.


Article  I.  The  name  of  the  Corporation is Desert Springs Acquisition Corp.

Article  II.  Its  principal  office is in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89452.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc.

Article  III.  The purposes for which the corporation is organized are to engage
in any activity or business not in conflict with the laws of the State of Nevada
or  of the United States of America.  The period of existence of the corporation
shall  be  perpetual.

Article  IV.  The  corporation  shall  have  authority  to issue an aggregate of
100,000,000  shares  of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

Article  V.  No  shareholder shall be entitled to any preemptive or preferential
rights  to  subscribe  to  any  unissued stock or any other securities which the
corporation  may  now  or  hereafter  be  authorized  to  issue,  nor  shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

Article  VI.  The  name  and  address  of the Incorporator of the corporation is
William  Stocker,  Attorney  at  Law,  34700  Pacific  Coast Highway, Suite 303,
Capistrano Beach CA 92624, phone (949) 248-9561, fax (949) 248-1688. The affairs
of  the  corporation  shall be governed by a Board of Directors of not less than
one  (1)  nor  more than (7) persons. The Incorporator shall act as Sole Initial
Director.

Article  VII.  The  Capital Stock, after the amount of the subscription price or
par  value,  shall  not  be  subject  to  assessment  to  pay  the  debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

<PAGE>

Article  VIII.  The  initial  By-laws of the corporation shall be adopted by its
Board  of  Directors.  The power to alter, amend or repeal the By-laws, or adopt
new  By-laws, shall be vested in the Board of Directors, except as otherwise may
be  specifically  provided  in  the  By-laws.

I  the undersigned, being the Incorporator hereinbefore named for the purpose of
forming  a  corporation  pursuant  the  General  Corporation Law of the State of
Nevada,  do  make and file these Articles of Incorporation, hereby declaring and
certifying  that  the  facts herein stated are true, and accordingly have set my
hand  hereunto  this  Day,

December  16,  1999.



/S/

William  Stocker
attorney  at  law
Incorporator



<PAGE>

--------------------------------------------------------------------------------
                                    Exhibit 2

                              Articles of Amendment

                               iDial Networks Inc.
--------------------------------------------------------------------------------

<PAGE>

                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                        Desert Springs Acquisition Corp.

(before  payment  of  capital  and  issuance  of  stock)

We  the  Undersigned,  Officers  of  Desert  Springs  Acquisition  Corp.  ("the
Corporation"),  incorporated  on  December  17,  1999,  hereby  certify:

The  Initial Incorporator of the Corporation at a meeting duly convened and held
on December 20, 1999 adopted a resolution to amend the Articles of Incorporation
as  Originally  filed  and/or  amended.

The  former  Article  One  read:

Article  One.  The  name  of the Corporation is Desert Springs Acquisition Corp.

Article  One  is  superseded  and  replaced  as  follows:

Article  One.  The  name  of  the  Corporation  is  iDial  Networks,  Inc.

The  number  of  shares  of  the  Corporation  outstanding  is  zero,  and  the
Incorporator  is  entitled  to  amend  the  Articles  of  Incorporation.


/S/


William  Stocker
Incorporator

<PAGE>


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

                                    Exhibit 3

                ARTICLES/CERTIFICATE of SHARE EXCHANGE and MERGER

                               iDial Networks Inc.
--------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------
                ARTICLES/CERTIFICATE of SHARE EXCHANGE and MERGER
                                    BY WHICH

                        Desert Springs Acquisitions Corp.
                            (a Colorado  corporation)

                        FIRST ACQUIRED AND EXCHANGE WITH

                           Woodcomm International Inc.
                             (a Nevada corporation)

               AND THEN MOVED ITS PLACE OF INCORPORATION TO NEVADA
               BY MERGER OF THE COLORADO CORPORATION WITH AND INTO

                              iDial Networks, Inc.
                             (a Nevada corporation)


                            (Colorado: CRS 7-11-107)
                            (Nevada: NRS 92A.200-230)
--------------------------------------------------------------------------------


First,  the  Plans:  of  Reorganization  and  Acquisition;  and  of
Merger:

(1)  There  are  two  transactions  and  two  plans which together, and in order
constitute  the  acquisition,  share  exchange  and  relocation of the resulting
acquiring  entity  to  Nevada,  to  join  the  Nevada  subsidiary:

(2.1)  That  certain  Plan of Reorganization and Acquisition, dated November 30,
1999,  is  attached  hereto  and incorporated herein by this reference as though
fully  set  forth  herein.  The  Colorado  parent  acquires a Nevada Subsidiary.

(2.2)  That certain Plan of Reorganization and Merger for Change of Situs, dated
January 7, 2000, is attached hereto and incorporated herein by this reference as
though  fully set forth herein. The former Colorado parent then moves to Nevada.


Second,  information  re  Shareholder  Action:

(2.1)  A  Special  meeting  of shareholders of the Colorado Corporation was duly
called upon notice to all shareholders of record on the record date. The meeting
was  held  on  December 21, 1999. On recommendation of the Board of Directors of
the  Colorado  Corporation,  approval  was  given  by  shareholder  for  the
afore-mentioned  acquisition  and  subsequent  move  to  Nevada,  99%  of  all
shareholders  entitled  to  vote,  present  and  voting  in  favor.

(2.2) Unanimous consent by the owners of the private Woodcomm International Inc.
was given to both the acquisition and subsequent move to Nevada of the resulting
Colorado  Parent.

(2.3)  As  to  the  new  Nevada  Corporation, iDial Networks, Inc., formerly and
originally  Desert Springs Acquisitions Corp. (of Nevada), no shareholder action
was  necessary,  and  none  was possible, for the reason that no shares had been
issued.  This Nevada corporation was been created solely for the purpose of this
change  of  situs  to  Nevada.


Third,  Corporate  Authority:

(3.1)  The  Plan  of  Reorganization  and Acquisition and the performance of its
terms  by  the  each  and all of the parties and entities mentioned therein were
duly  authorized  by  all  action  required  by  the  laws  under which each was
incorporated  or  organized  and  by  its  constituent  documents,  to  which
representation  each  of  the  undersigned  duly  certifies  and  attests.

(3.2)  The  Plan  of  Reorganization  and  Merger  for  Change  of Situs and the
performance  of  its terms by each and all of the parties and entities mentioned
therein were duly authorized by all action required by the laws under which each
was  incorporated  or  organized  and  by  its  constituent  documents, to which
representation  each  of  the  undersigned  duly  certifies  and  attests.


Fourth,  Significant  Provisions:

(4.1)  The  Colorado  Corporation  first acquired the private Nevada Corporation
Woodcomm  International  Inc.  as  a  wholly-owned  subsidiary.

(4.2)  The  Colorado  Corporation  then  moved to Nevada by merger with and into
iDial  Networks,  Inc., a new Nevada Corporation (with no shares issued) created
for  the  purpose  of  this  merger.


Fifth,  Effective  Date:

(5)  The  exchange  and  the  conversion of shares shall become effective at the
earliest  date  provided  or allowed by law, and not later than certification by
each  applicable  State Official that this document has been accepted for filing
and  filed.


             The remainder of this page is intentionally left blank

<PAGE>

Sixth  Signing:

(6) These Articles of Exchange are signed by the duly authorized Officers of the
each  applicable  entity  as  follows:

Desert  Springs  Acquisitions  Corp.               Woodcomm  International, Inc.
(a  Colorado  corporation)                    (a  Nevada  corporation)
     and
iDial  Networks,  Inc.
                                        (a  Nevada  corporation)


by                                        by

/S/                                        /S/
James  L.  Bartel                              Mark  T.  Wood
President                                   President


/S/                                        /S/
Mitchell  Milgaten                              Mark  T.  Wood
Secretary                                   Secretary

<PAGE>
--------------------------------------------------------------------------------
                     Plan of Reorganization and Acquisition

                                    BY WHICH

                        Desert Springs Acquisitions Corp.
                            (a Colorado  corporation)

                                  SHALL ACQUIRE

                           Woodcomm International Inc.
                             (a Nevada corporation)
--------------------------------------------------------------------------------

     This  Plan  of  Reorganization  and  Acquisition is made and dated this day
of  November 30,1999 by and between the above referenced corporations, and shall
become  effective  on  "the  Effective  Date"  as  defined  herein.


                           I.  The Interested Parties

     A.  The  Parties  to  this  Plan

     1.  Desert  Springs  Acquisitions  Corp.  ("DSAQ"),

     2.  Woodcomm  International  Inc.  ("WII"),


                                  II.  Recitals

     A.  The  Capital  of  the  Parties:

1.  The Capital of DSAQ consists of 500,000,000 shares of common voting stock of
$.0001  par  value  authorized,  of  which  2,542,500  shares  are  issued  and
outstanding.

2.  The  Capital  of WII consists of shares of common voting stock of $.0001 par
value  authorized,  of  which  equitable ownership by its principals, nor shares
having  been formally issued, is expressed as 16,000,000 shares which 16,000,000
shares  are  treated  as  if  issued and outstanding, for purposes of this share
exchange.

B.  The  Background  for  the  Acquisition:  DSAQ desires to acquire WII and the
shareholders  of  WII  wish  to  be  acquired  by  a  public  company.

C.  The  Boards  of  Directors of both Corporations respectively have determined
that  it is advisable and in the best interests of each of them and both of them
to  proceed with the acquisition by the Colorado Corporation, in accordance with
IRS  ss368(a)(1)(B)  and  (C).

D.  A  Majority  of  Shareholders of DSAQ, having approved the acquisition, this
agreement was approved and adopted by the Board of Directors of DSAQ in a manner
consistent  with  the  laws  of  its Jurisdiction and its constituent documents,
subject  to ratification by all shareholders at meeting called for that purpose,
expected  to  be  held  on  December  21,  1999.

E.  100%  of  Shareholders of WII, have approved the acquisition, this agreement
was approved and adopted by the Board of Directors of WII in a manner consistent
with  the  laws  of  its  Jurisdiction  and  its  constituent  documents.

F.  No  Reverse  Split for 18 Months: the parties have agreed and do agree, as a
material  element of this Reorganization that DSAQ shall effect no reverse split
of  its  common  stock  within  18  months  of  the  effective  date  hereof.


                            III.  Plan of Acquisition

A.  Reorganization  and  Acquisition:  Desert Springs Acquisitions Corp. and the
Woodcomm  International  Inc.  are  hereby reorganized, as of the effective date
hereof,  such  that  Desert Springs Acquisitions Corp. shall acquire all assets,
businesses  and  capital  stock of the Woodcomm International Inc., and Woodcomm
International  Inc.  shall  become  a  wholly-owned subsidiary of Desert Springs
Acquisitions  Corp.

B.  Effective  Date:  This  Plan  of Reorganization and Acquisition shall become
effective  immediately  upon approval and adoption by the parties hereto, in the
manner  provided  by  the  law  of  the  places of incorporation and constituent
corporate  documents,  and  the  time  of such effectiveness shall be called the
effective  date  hereof.

C.  Surviving  Corporation:  Both  corporations shall survive the Reorganization
herein  contemplated  and  shall  continue  to  be  governed  by the laws of its
respective  State  of  Incorporation.

Rights  of  Dissenting  Shareholders:  Desert  Springs Acquisitions Corp. is the
entity  responsible  for  the  rights  of  dissenting  shareholders.

a.  Service  of  Process:  Desert  Springs Acquisitions Corp. may be served with
process  in  Nevada  in  any  proceeding  for the enforcement of the rights of a
dissenting  shareholder,  if  any,  pursuant  to any extent required by the laws
thereof.  The  President  of  the  corporation  hereby  irrevocably appoints the
Secretary of the State of Colorado as agent to accept service of process for the
Nevada corporation with respect to any such proceeding to the extent required by
the  laws  thereof.

b.  Agent  for  Mailing  Process:  corporation  hereby further complies with the
laws  of  Delaware  by  designating  a  person  to  whom process served upon the
   Secretary  of  that  State  may  be  forwarded  and  mailed: William Stocker,
   Attorney  at Law, 34700 Pacific Coast Highway, Suite 303, Capistrano Beach CA
92624,  phone  (949)  248-9561,  fax  (949)  248-1688.

D.  Surviving  Articles  of Incorporation: The Articles of Incorporation of each
Corporation  shall  remain  in  full  force  and  effect,  unchanged.

     E.  Surviving By-Laws: The By-Laws of each Corporation shall remain in full
force  and  effect,  unchanged.

F.  Conversion  of  Outstanding Stock: Forthwith upon the effective date hereof,
Desert  Springs  Acquisitions Corp. shall issue 16,000,000 new investment shares
of  its  common stock to or for the shareholders of Woodcomm International Inc.;
and  each and every share of Woodcomm International Inc. shall be converted into
one  such  new  share  of  Desert  Springs  Acquisitions  Corp.

G.  Further  Assurance,  Good  Faith  and  Fair  Dealing:  The Directors of each
Company  shall  and  will  execute  and deliver any and all necessary documents,
acknowledgments  and  assurances  and  to  do  all  things  proper to confirm or
acknowledge  any  and  all  rights,  titles  and  interests created or confirmed
herein;  and  both  companies covenant hereby to deal fairly and good faith with
each  other  and  each  others  shareholders.

H.  General  Mutual  Representations  and  Warranties.  The  purpose and general
import  of  the  Mutual  Representations and Warranties, are that each party has
made appropriate full disclosure to the others, that no material information has
been withheld, and that the information exchanged is accurate, true and correct.

1.  Organization  and  Qualification.  Each  Corporation warrants and represents
that it is duly organized and in good standing, and is duly qualified to conduct
any  business  it  may  be  conducting,  as  required by law or local ordinance.

2.  Corporate  Authority.  Each  Corporation warrants and represents that it has
Corporate  Authority,  under  the  laws  of its jurisdiction and its constituent
documents,  to  do each and every element of performance to which it has agreed,
and  which  is  reasonably  necessary, appropriate and lawful, to carry out this
Agreement  in  good  faith.

3.  Ownership  of  Assets and Property. Each Corporation warrants and represents
that it has lawful title and ownership of its property as reported to the other,
and  as  disclosed  in  its  financial  statements.

4.  Absence  of  Certain  Changes  or  Events.  Each  Corporation  warrants  and
represents  that  there are no material changes of circumstances or events which
have  not  been fully disclosed to the other party, and which, if different than
previously disclosed in writing, have been disclosed in writing as current as is
reasonably  practicable.

5.  Absence of Undisclosed Liabilities. Each Corporation warrants and represents
specifically  that  it has, and has no reason to anticipate having, any material
liabilities  which  have  not  been  disclosed  to  the  other, in the financial
statements  or  otherwise  in  writing.

6.  Legal  Proceedings.  Each Corporation warrants and represents that there are
no  legal  proceedings,  administrative  or  regulatory  proceedings, pending or
suspected,  which  have  not  been  fully  disclosed  in  writing  to the other.

7.  No Breach of Other Agreements. Each Corporation warrants and represents that
this  Agreement,  and the faithful performance of this agreement, will not cause
any  breach of any other existing agreement, or any covenant, consent decree, or
undertaking  by  either,  not  disclosed  to  the  other.

8.  Capital  Stock.  Each  Company  warrants  and represents that the issued and
outstanding  shares  and  all shares of capital stock of such corporation, is as
detailed  herein,  that all such shares are in fact issued and outstanding, duly
and validly issued, were issued as and are fully paid and non-assessable shares,
and  that,  other than as represented in writing, there are no other securities,
options,  warrants  or  rights  outstanding,  to  acquire further shares of such
Corporation.

9.  Brokers'  or Finder's Fees. Each Corporation warrants and represents that it
is  aware of no claims for brokers' fees, or finders' fees, or other commissions
or fees, by any person not disclosed to the other, which would become, if valid,
an  obligation  of  either  company.

     I.  Miscellaneous  Provisions

1.  At  the  closing  date,  there  shall  be  no  undisclosed changes from that
reflected  in  the  financial  and  other  statements  exchanged by the parties.

2.  Except as required by law, no party shall provide any information concerning
the  Subject  Property  or  any  aspect of the transactions contemplated by this
Agreement  to  anyone  other  than  their  respective  officers,  employees  and
representatives  without  the prior written consent of the other parties hereto.
The  aforesaid  obligations  shall  terminate on the earlier to occur of (a) the
Closing,  or  (b)  the date by which any party is required under its articles or
bylaws  or  as  required  by  law,  to  provide  specific  disclosure  of  such
transactions  to its shareholders, governmental agencies or other third parties.
In  the  event  that  the transaction does not close, each party will return all
confidential  information  furnished  in  confidence  to  the  other.

3.  This  Agreement  may  be  executed simultaneously in two or more counterpart
originals.  The  parties  can  and may rely upon facsimile signatures as binding
under  this Agreement, however, the parties agree to forward original signatures
to  the other parties as soon as practicable after the facsimile signatures have
been  delivered.

4.  The  Parties  to  this agreement have no wish to engage in costly or lengthy
litigation  with each other. Accordingly, any and all disputes which the parties
cannot  resolve  by  agreement  or  mediation,  shall  be  submitted  to binding
arbitration  under  the  rules  and  auspices  of  the  American  Arbitration
Association, as a further incentive to avoid disputes, each party shall bear its
own  costs,  with  respect  thereto,  and with respect to any proceedings in any
court  brought  to  enforce or overturn any arbitration award. This provision is
expressly intended to discourage litigation and to encourage orderly, timely and
economical  resolution  of  any  disputes  which  may  occur.

5.  If  any provision of this agreement or the application thereof to any person
or  situation  shall  be  held  invalid  or  unenforceable, the remainder of the
Agreement  and  the application of such provision to other persons or situations
shall  not  be  effected thereby but shall continue valid and enforceable to the
fullest  extent  permitted  by  law.

6.  No waiver by any party of any occurrence or provision hereof shall be deemed
a  waiver  of  any  other  occurrence  or  provision.

7.  The  parties  acknowledge that both they and their counsel have reviewed and
revised  this  agreement  and  that the normal rule of construction shall not be
applied  to  cause  the  resolution  of  any  ambiguities  against  any  party
presumptively.  The  Agreement  shall be governed by and construed in accordance
with  the  laws  of  the  State  of  Nevada.

8.  The  parties  acknowledge  that  they  have  agreed to and contemplate later
corporate  action  by  which the Resulting Colorado Corporation shall merge with
and  into  a  new  Nevada Corporation, for the purpose of changing the corporate
name  and  place  of  incorporation.

     This  Plan  of  Reorganization  and  Merger  is  executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws  of  its  respective  place  of  incorporation  and  in accordance with its
constituent  documents.

Desert  Springs  Acquisitions  Corp.               Woodcomm  International, Inc.
(a  Colorado  corporation)                    (a  Nevada  corporation)

by                                        by

/S/                                        /S/
James  L.  Bartel                              Mark  T.  Wood
President                                   President


/S/                                        /S/
Mitchell  Milgaten                              Mark  T.  Wood
Secretary                                   Secretary

<PAGE>
--------------------------------------------------------------------------------
                       PLAN OF MERGER FOR CHANGE OF SITUS

                                    BY WHICH

                        Desert Springs Acquisitions Corp.
                            (a Colorado corporation)

                            WILL MERGE WITH AND INTO

                              iDial Networks, Inc.
                             (a Nevada corporation)

             FOR THE PURPOSE OF CHANGING THE PLACE OF INCORPORATION
--------------------------------------------------------------------------------



     This  Plan of Reorganization is made and dated this day of January 7, 2000,
by  and  between the above referenced corporations, sometimes referred to herein
as  "the  Public  Company"  and  "the  Private  Company",  respectively.


                                  I.  Recitals

     A.  The  Parties  to  this  Agreement

1.  Desert  Springs  Acquisitions  Corp.  ("the  Public  Company") is a Colorado
Corporation.  It  has  recently  acquired Woodcomm International Inc., a private
Nevada  Corporation,  as  a  wholly-owned  subsidiary.

2.  iDial Networks, Inc. ("the Private Company") is a Nevada Corporation, having
been created originally as Desert Springs Acquisitions Corp. (of Nevada) for the
purpose  of  changing  the place of incorporation of the Colorado corporation to
Nevada.

     B.  The  Capital  of  the  Parties:

1.  The  Capital  of the Public Company consists of 500,000,000 shares of common
voting  stock  of  $.0001  par  value authorized, of which 18,542,500 shares are
issued  and  outstanding.  There  were  2,542,500 shares issued and outstanding,
immediately  before  the  acquisition  of  Woodcomm International Inc. (a Nevada
Corporation)  as  a  wholly-owned  subsidiary  of the Public Company, 16,000,000
shares  having  been  issued  for  that  acquisition.

2.  The  Capital of the Private Company consists of 100,000,000 shares of common
voting stock of $0.001 par value authorized, of which no shares have been or are
issued  or  outstanding.

C.  The  Decision  to  Reorganize  to  Change Situs:  The Parties have resolved,
following the acquisition of Woodcomm International Inc. (a Nevada Corporation),
to  merge  and relocate the place of incorporation of the Public Parent Company,
by means of the following reorganization, by which the Public Company will merge
with  and  into the Private Company and move to Nevada. As an intended result of
this  change  of  situs,  the  Parent  Public  Corporation  shall be located and
incorporated  in  the  same  State  as  its  principal  wholly-owned Subsidiary.


                           II.  Plan of Reorganization

A.  Change  of  Situs:  The  Public  Company  (Colorado) and the Private Company
(Nevada)  are  hereby  reorganized for the sole and singular purpose of changing
the place of incorporation of the Public Desert Springs Acquisitions Corp.; such
that  immediately  following the Reorganization the Colorado Public Company will
move  to  Nevada.

1.  The Public Company: Desert Springs Acquisitions Corp. of Colorado will merge
with  and  into  and  thereafter  be  iDial Networks, Inc. of Nevada. The Public
Company  will retain its corporate personality and status, and will continue its
corporate  existence  uninterrupted, in and through, and only in and through the
new  Nevada  Corporation.

2.  Conversion of Outstanding Shares:  Forthwith upon the effective date hereof,
each  and  every  one  share  of  stock  of the Public Colorado Company shall be
converted  to  one  share  of the Nevada Company. Any such holders of shares may
surrender  them  to  the  transfer agent for common stock of the Public Colorado
Company,  which  transfer  agent shall remain and continue as transfer agent for
the  Nevada  Company.

3.  Effective  Date:  This  Plan  of  Reorganization  shall  become  effective
immediately  upon  approval  and  adoption  by  Corporate parties hereto, in the
manner  provided  by  the  law of its place of incorporation and its constituent
corporate  documents,  the time of such effectiveness being called the effective
date  hereof.

4.  Surviving  Corporations: The Nevada Company shall survive the Reorganization
after  Reorganization,  with  the  operational  history  of the Colorado Company
before  the Reorganization, and with the management, duties and relationships to
its  shareholders  unchanged  by the Reorganization and with all of its property
and  with its shareholder list unchanged. The Colorado Company shall not survive
the  merger.

5.  Further  Assurance,  Good  Faith  and  Fair  Dealing:  the Directors of each
Company  shall  and  will  execute  and deliver any and all necessary documents,
acknowledgments  and  assurances  and  do  all  things  proper  to  confirm  or
acknowledge  any  and  all  rights,  titles  and  interests created or confirmed
herein;  and  both  companies  covenant hereby to  deal fairly and in good faith
with  each  other  and  each  others  shareholders.

             The remainder of this page is intentionally left blank
<PAGE>


                                  III.  Signing

     This  Reorganization Agreement is executed on behalf of each Company by its
duly  authorized  representatives,  and attested to, pursuant to the laws of its
respective  place  of  incorporation  and  in  accordance  with  its constituent
documents.

Desert  Springs  Acquisitions  Corp.               iDial  Networks,  Inc.
(a  Colorado  corporation)                    (a  Nevada  corporation)

by                                        by

/S/                                        /S/
James  L.  Bartel                              Mark  T.  Wood
President                                   President


/S/                                        /S/
Mitchell  Milgaten                              Mark  T.  Wood
Secretary                                   Secretary
<PAGE>

                                    Exhibit F

                          Audited Financial Statements

                                December 31, 1999