FORM 10KSB-A2

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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.


<TABLE>
<CAPTION>
<S>                                                                            <C>
                     Nevada                                                    75-2863583
         (Jurisdiction of Incorporated)                                (IRS Employer Identification No.)
</TABLE>

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

         Company'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 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).

Note [] (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).

The issuer's revenue's for its most recent fiscal year were:  $2,173,581.

The aggregate market value of the voting common stock held by non-affiliates of
the issuer, based on the closing sales price of $.0625 per share, was $1,971,082
as of December 31, 2000.

As of March 1, 2001, the number of shares outstanding of the Company's Common
Stock was 87,969,856.

                        Exhibit Index is found on Page 17
<PAGE>
Part III of this Annual Report on Form 10-KSB incorporates certain information
by reference form the definitive Proxy Statement for the registrant's 2001
Annual Meeting of Stockholders.

Transitional Small Business Disclosure Format (check one):

                           Yes __________                     No ____X____

<PAGE>
                                     ITEM 8.
                              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.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         IDIAL NETWORKS, INC.


                                 By:   /s/ Mark T. Wood
                                           Mark T. Wood, Chief Executive Officer

                                           August 1, 2001
                                           Date

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

<TABLE>
<CAPTION>

              Signature                                   Capacity                                  Date

<S>                                         <C>                                                  <C>
/s/ Mark T Wood                             Chairman,                                            August 1, 2001
------------------------------------
Mark T. Wood

/s/ Carl K. Battie                          Vice Chairman                                        August 1, 2001
------------------------------------
Ccarl K. Battie

/s/ Klaus Scholz                            Director                                             August 1, 2001
------------------------------------
Klaus Scholz


/s/ Edward J. Janusz                        Director                                             August 1, 2001
------------------------------------
Edward J, Janusz


/s/ Gerald Lesher                           Director                                             August 1, 2001
------------------------------------
Gerald Lesher


/s/ Thomas G. Seifert                       Chief Financial Officer                              August 1, 2001
------------------------------------
Thomas G, Seifert
</TABLE>

<PAGE>


                              Idial Networks, Inc.
                                And Subsidiaries

                              Financial Statements

                           December 31, 2000 and 1999


                                       F-2
<PAGE>
                               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



                                       F-3
<PAGE>
Kenneth Lieberman C.P.A., P.A.                                    (954) 971-8020
4400 W. Sample Road                                           Fax (954) 971-1621
Suite 116
Coconut Creek, FL 33073


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

     I have audited the accompanying balance sheet of IDial Networks, Inc. as of
December 31, 2000 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.  My responsibility is to express
an opinion on these financial statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

     In my 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 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.

     The accompanying  consolidated balance sheet of Idial Networks,  Inc. as of
December 31, 1999 and the related statement of income,  stockholders' equity and
cash flows for the year then ended are audited by other  auditors who  expressed
an opinion with reservation on the statements in their report.



Kenneth Lieberman C.P.A. P.A.
Coconut Creek, Florida
July 19, 2001

                                       F-4
<PAGE>
                              IDIAL NETWORKS, INC.
                                and SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                            December
                                                                      2000            1999
--------------------------------------------------------------------------------------------------------

Current assets
<S>                                                             <C>             <C>
  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 .........................        136,460          96,416
                                                                ------------    ------------

Total current liabilities ...................................      1,417,775         523,861
                                                                ------------    ------------

Long-term liabilities
  Advances from stockholder's & related parties
                                                                   1,112,674         119,100

  Notes Payable .............................................         11,492         148,385
  Capital Leases Payable                                             123,990
                                                                ------------    ------------

Total long-term liabilities .................................      1,248,156         267,485
                                                                ------------    ------------


Total liabilities ...........................................      2,665,861         791,346

Common stock, $.005 par value, 100,000,000 shares authorized,
87,357,456 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
                                                                ============    ============
</TABLE>
                        See notes to financial statements
                                       F-5
<PAGE>
                              IDIAL NETWORKS, INC.
                                and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

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


<S>                                               <C>                <C>
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 ......................           --
                                                   -----------    ------------
Comprehensive loss ............................   $ (7,567,928)   $   (560,760)
                                                   ============   ============

Net loss per share basic and diluted ..........          (0.25)          (0.04)
                                                   ============   ============

Comprehensive loss per share, basic and diluted          (0.26)          (0.04)
                                                   ============   ============
Weighted average share outstanding ............     29,565,304      14,211,267
                                                   ============   ============

</TABLE>

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.

See notes to financial statements

                                       F-6
<PAGE>
                              IDIAL NETWORKS, INC.
                                and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                    For the Years Ended December 30
                                                                        2000             1999
-----------------------------------------------------------------------------------------------------

Cash flow from operating activities
<S>                                                               <C>             <C>
   Net loss ...................................................   $ (7,567,928)   $   (560,760)

Adjustments to reconcile net loss to net cash used in operating
activities

  Writeoff 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
                                                                    ============  ============
</TABLE>
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.

                                       F-7
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                    Common Stock
                                               Members'                                    Additional                    Total
                                           Capital Amount                                   Paid-in     Accumulated  Stockholder's
                                                              Shares         Amount        Capital       Deficit      (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>             <C>          <C>               <C>            <C>           <C>
Balance, December 31, 1998                $      300                                                     (294,049)    (293,749)

Reorganization                                  (300)          1,000   $       1         $       299                         -
Issuance of common stock in exchange for
accrued wages                                             11,385,000      11,300             153,700                   165,000
Issuance of common stock in exchange for
consulting services                                        3,930,000      40,150              22,850                    63,000
Exchange of common stock                                   2,541,500     127,124            (127,124)                        -

Stock issued for retirement debt                              85,000         850              55,250                    56,100

Stock issued for fixed assets                                190,000       1,900             123,100                   125,000

Stock issued for intangible assets                           250,000       2,500             162,500                   165,000

Stock issued for consulting services                          10,000         100               6,500                     6,600

Stock issued for cash                                        150,000       1,500              98,500                   100,000

Net Loss                                                                                                 (560,760)    (560,760)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999                        -       18,542,500     185,425             495,575     (854,809)    (173,809)
Stock issed in connection with acquistion
- Whoofnet                                                10,000,000     100,000           8,000,000                 8,100,000
Stock issued for forgivness of debt                          306,200       3,062             398,282                   401,344
Stock issued for consulting services                       3,186,230      31,862           2,289,336                 2,321,198
Stock issued issued with acquistion - 2
sendit                                                     4,199,998      42,000           1,926,959                 1,968,959

Stock issued for consulting services                       7,750,000      77,500           1,860,000                 1,937,500

Stock Dividend                                            43,984,928

Net loss (unaudited)                                                                                   (7,567,928)  (7,567,928)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000                $       -       87,969,856   $ 439,849        $ 14,970,152   (8,422,737) $ 6,987,264
===================================================================================================================================
</TABLE>

See notes to financial statements

                                       F-8
<PAGE>
                               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.

                                       F-9
<PAGE>
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.

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 $ 8,422,737 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.

                                      F-10
<PAGE>
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

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 qt 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 other asset over assets of 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.


                                      F-11


<PAGE>
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 not expected
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.


Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with the provisions of
Statement of Financial accounting Standards No. 128, "Earnings Per Share" ("SFAS
128") 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:
<TABLE>
<CAPTION>

                                                                  December 31,
                                                     -------------------------------------
                                                         2000                     1999
                                                     ---------------        --------------
<S>                                                   <C>                     <C>
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
                                                     ===============        ==============
</TABLE>


                                      F-12
<PAGE>
Note 3 - Long-Term Debt

Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                    December 31,
                                                     -------------------------------------
                                                           2000                      1999
                                                     --------------            --------------
<S>                                                       <C>                       <C>
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                                           $248,086                  $96,416

Various note payables issued for
   Acquisition of equipment, paid
   During 1999 with the issuance of
   Common stock.                                            23,856                  148,385

Various note payables issued for loans                   1,112,674
By the stockholders at 7% interest
Payable on demand.

                                                     ---------------            --------------
                                                        $1,384,616                 $ 244,801
                                                     ===============            ==============
</TABLE>


Maturities of long-term debt as of December 31, 2000 are as follows:
<TABLE>
<CAPTION>

                                      Long-Term      Capital
         Year Ending December 31,       Debt          Leases       Total
         -----------------------      ---------    ---------    ---------
<S>                            <C>    <C>          <C>          <C>
                               2001   $  13,685    $ 175,384    $ 138,564
                               2002       9,535       49,653       59,188
                               2003       3,178       23,058       26,236
                                      ---------    ---------    ---------
                                         26,398      248,095      274,493
         Less amount
         representing interest           (3,335)     (45,446)     (48,781)
                                      ---------    ---------    ---------
                                         23,063      202,649      225,712
Less current maturities ...........     (11,571)    (124,880)    (136,451)
                                      ---------    ---------    ---------
                                      $  11,492    $  77,769    $  89,261
                                      =========    =========    =========
</TABLE>

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:

                                      F-13
<PAGE>
         Year Ending December 31,

2001      124,879
2002       49,653
2003       23,058
        ---------
        $ 248,095

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.


Note 7 - Stock Transactions (continued)

The Company issued 10,000,000 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 43,984,928 or one share of
stock for each share outstanding to all the investors of record.

                                      F-14