FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                       Commission File Number: 33-12029-D

                              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







                                     PART I

                         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 effect 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.






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.


There have been no matters submitted to a vote of shareholders during the annual
period covered by this report.

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.
<TABLE>
<CAPTION>

     The following information is provided as of the Date of this Report:
<S>                                  <C>             <C>             <C>               <C>                 <C>

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                     657,229           6,000          22,234           25,034             1,314
Net Earnings or (Loss)                (560,760)         (6,000)        (22,234)         (25,034)           (1,314)
Per Share Earnings or (Loss)             (0.04)          (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


</TABLE>






         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 $560,760 compared to
$201,447 for the year ended 1998. This $359,313 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.


                              iDIAL NETWORKS, INC.

                              Financial Statements
                                       and
                          Independent Auditors' Report
                           December 31, 1999 and 1998



<PAGE>



                              iDIAL NETWORKS, INC.





                                Table of Contents


                                                                 Page

Independent Auditors' Report.................................... F - 1

Financial Statements

      Balance Sheets............................................ F - 2

      Statement of Accumulated Deficit.......................... F - 3

      Statements of Operations and Accumulated Deficit.......... F - 4

      Statements of Cash Flows.................................. F - 5

Notes to Financial Statements................................... F - 6





<PAGE>






                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
iDial Networks, Inc.
Dallas, Texas


We have audited the accompanying balance sheet of iDial Networks, Inc as of
December 31, 1999 and 1998, and the related statements of operations,
accumulated deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of iDial Networks, Inc. as of
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the years 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 of operating losses raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





                                         /s/ Ehrhardt Keefe Steiner & Hottman PC
                                             Ehrhardt Keefe Steiner & Hottman PC
March 6, 2000
Denver, Colorado


<PAGE>




                              iDIAL NETWORKS, INC.

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                  December 31,
                                                             ------------------------
                                                                1999          1998
                                                             ---------      ---------

<S>                                                          <C>            <C>
                                   Assets
Current assets
   Cash ................................................     $  11,481      $ 118,493
   Accounts receivable - trade .........................        26,614         87,149
   Receivable (Note 7) .................................       100,000           --
                                                             ---------      ---------
      Total current assets .............................       138,095        205,642

Property and equipment, net (Note 2) ...................       255,587        353,914

Other assets
   Intangibles .........................................       215,000           --
   Deposits ............................................         8,855         11,009
   Loan origination costs, net of accumulated
    amortization  of $1,235 ............................          --           16,765
                                                             ---------      ---------

Total assets ...........................................     $ 617,537      $ 587,330
                                                             =========      =========

                   Liabilities and Stockholders' Deficit
Current liabilities
   Current portion of long-term debt (Note 3) ..........     $  96,416      $  10,252
   Advances from stockholder's (Note 5) ................       119,100        186,844
   Accounts payable ....................................       347,445        175,221
   Accrued consulting fees (Note 4) ....................        55,000           --
   Accrued wages .......................................        25,000         40,000
   Accrued interest ....................................          --           17,969
                                                             ---------      ---------
      Total current liabilities ........................       642,961        430,286

Long-term debt, net of current portion (Note 3) ........       148,385        450,793
                                                             ---------      ---------
      Total liabilities ................................       791,346        881,079

Commitments and contingencies (Notes 3 and 4)

Equity (Note 7)
Common stock, $.01 par value, 100,000,000
 shares authorized, 18,542,500 shares issued ...........       185,425           --
 and outstanding
Additional paid in capital .............................       495,575           --
Members' capital .......................................          --              300
Accumulated deficit ....................................      (854,809)      (294,049)
                                                             ---------      ---------
      Total stockholders' equity deficit ...............      (173,809)      (293,749)
                                                             ---------      ---------

Total liabilities and stockholders' deficit ............     $ 617,537      $ 587,330
                                                             =========      =========
</TABLE>

                       See notes to financial statements.

                                      F - 2


<PAGE>



                              iDIAL NETWORKS, INC.

                            Statements of Operations


                                                     For the Years Ended
                                                          December 31,
                                                 ------------------------------
                                                      1999             1998
                                                 ------------      ------------


Sales ......................................     $  1,575,826      $    524,933

Cost of sales ..............................        1,388,703           513,109
                                                 ------------      ------------

Gross profit ...............................          187,123            11,824

Selling, general and administrative expenses          657,229           195,302
                                                 ------------      ------------

Operating loss .............................         (470,106)         (183,478)

Interest expense ...........................          (90,654)          (17,969)
                                                 ------------      ------------

Net loss ...................................     $   (560,760)     $   (201,447)
                                                 ============      ============

Net loss per share - basic .................     $       (.04)     $       (.02)
                                                 ============      ============

Net loss per share - diluted ...............     $       (.04)     $       (.02)
                                                 ============      ============

Weighted average shares outstanding ........       14,211,267        14,211,267
                                                 ============      ============


                       See notes to financial statements.

                                      F - 3


<PAGE>




                              iDIAL NETWORKS, INC.

                        Statement of Accumulated Deficit
                 For the Years Ended December 31, 1998 and 1999

<TABLE>
<CAPTION>
                                          Members'            Common Stock             Additional                         Total
                                          Capital        -------------------------       Paid-in       Accumulated    Stockholders'
                                           Shares          Amount        Capital         Capital         Deficit        (Deficit)
                                         ----------      ----------     ----------     ----------      ----------      ----------
<S>                                      <C>             <C>            <C>            <C>             <C>             <C>
Balance December 31, 1997 ..........     $      300            --       $     --       $     --        $  (92,602)     $  (92,302)

Net loss ...........................           --              --             --             --          (201,447)       (201,447)
                                         ----------      ----------     ----------     ----------      ----------      ----------

Balance, December 31, 1998 .........            300            --             --             --          (294,049)       (293,749)

Reorganization (Note 1) ............           (300)          1,000              1            299            --              --

Issuance of common stock in
 exchange for accrued wages (Note 1)           --        11,385,000         11,300        153,700            --           165,000

Issuance of common stock for
 consulting services (Note 1) ......           --         3,930,000         40,150         22,850            --            63,000

Exchange of common stock ...........           --         2,541,500        127,124       (127,124)           --              --

Stock issued for retirement of debt
 (NOte 7) ..........................           --            85,000             850         55,250           --            56,100

Stock issued for fixed assets (Note            --           190,000          1,900        123,100            --           125,000
                                                                                                                                7)

Stock issued for intangible asset ..           --           250,000          2,500        162,500            --           165,000
 (Note 7)

Stock issued for consulting ........           --            10,000            100          6,500            --             6,600
 services (Note 7)

Stock issued for cash (Note 7) .....           --           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)
                                         ==========      ==========     ==========     ==========      ==========      ==========
</TABLE>

                       See notes to financial statements.

                                      F - 4


<PAGE>


                              iDIAL NETWORKS, INC.

                            Statements of Cash Flows

<TABLE>
<CAPTION>


                                                      For the Years Ended
                                                          December 31,
                                                    ------------------------
                                                       1999           1998
                                                    ---------      ---------
<S>                                                 <C>            <C>    <C>    <C>    <C>    <C>


Cash flows from operating activities
  Net loss ....................................     $(560,760)     $(201,447)
                                                    ---------      ---------
  Adjustments to reconcile net loss to net cash
  provided by used in operating activities
  Write off of accrued interest ...............        60,000           --
  Stock issued for consulting services ........        69,600           --
  Write off of loan acquisition costs .........        16,765           --
  Depreciation and amortization ...............       113,333         47,366
  Changes in assets and liabilities
    Accounts receivable .......................      (109,562)       (87,149)
    Accounts payable ..........................       317,224        175,221
    Accrued expenses ..........................        60,000         57,969
                                                    ---------      ---------
                                                      527,360        193,407
                                                    ---------      ---------
      Net cash used in operating activities ...       (33,400)        (8,040)
                                                    ---------      ---------

Cash flows from investing activities
  Purchase of property and equipment ..........       (26,651)       (21,535)
  Deposits ....................................         2,154        (11,009)
                                                    ---------      ---------
      Net cash used in investing activities ...       (24,497)       (32,544)
                                                    ---------      ---------

Cash flows from financing activities
  Proceeds from issuance of long-term debt ....        35,000         83,614
  Payments on long-term debt ..................       (16,371)        (1,079)
  Net (repayments to) advances from member ....       (67,744)        94,542
  Loan origination cost .......................          --          (18,000)
                                                    ---------      ---------
      Net cash (used in) provided by financing        (49,115)       159,077
                                                    ---------      ---------
      activities

(Decrease) increase in cash ...................      (107,012)       118,493

Cash, beginning of year .......................       118,493           --
                                                    ---------      ---------

Cash, end of year .............................     $  11,481      $ 118,493
                                                    =========      =========

Supplemental disclosure of cash flow information:
     Cash paid for interest was $30,654 and $0 for the years ended  December 31,
     1999 and 1998, respectively.

Continued on next page.

                       See notes to financial statements.

                                      F - 5

</TABLE>

<PAGE>


                              iDIAL NETWORKS, INC.

                            Statements of Cash Flows


Continued from previous page.


Supplemental  disclosure of noncash investing  activity:
     During the years ended December 31, 1999 and 1998, $169,601 and $378,570 of
     office equipment was financed by capital lease obligations.

     Prior to the reverse acquisition, 11,385,000 shares of common stock were
     issued to the sole stockholder in exchange for forgiveness of $165,000 of
     accrued wages. In addition, 3,930,000 shares of common stock were issued
     for $63,000 in consulting services.

     During the year ended December 31, 1999, the Company transferred common
     stock effecting assets and liabilities as follows:


                Description                            Fair Value
-----------------------------------------------       ------------

      Acquisition of intangible assets                 $ 215,000
      Acquisition of fixed assets                        125,000
      Settlement of notes payable                        404,474
      Impairment of equipment                           (306,246)
      Forgiveness of accounts receivable in
      connection with stock transactions                (170,097)
      Settlement of accrued interest                      77,969
      Receivable for common stock issuance               100,000



                       See notes to financial statements.

                                      F - 6




<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.

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 $854,809 at December 31, 1999.

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.


                                      F - 7


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)

The Company's near and long-term operating strategies in relation to the going
concern encompasses pursing several initiatives intended to increase liquidity
through increased revenue. The first is to expand its current prepaid phone card
business by partnering with international termination partners in high margin
countries and aggressively market its products through web site and agent
networks. High traffic will result in significantly lower carrier costs and thus
increase margins. The second is to offer private label long distance voice IP
service and other applications to cable operators and their customers. Third is
to offer iDial's unique send-a-call application to e-greeting card companies
which would allow the sender and recipient to be connected by telephone with a
click of a button. The fourth is to offer iDial's Phone-me-now application to
e-commerce whereby telephone contact would be made with the click of a button.

Concentration of Credit Risk

The Company's financial instruments that are exposed to concentration of credit
risk consist primarily of cash and accounts receivable. Additionally, the
Company maintains cash balances in bank deposit accounts which, at times, may
exceed federally insured limits. During the year ended December 31, 1999,
predominantly all of the Company's sales were generated form two companies and
receivables from these companies consisted of $20,611 or 77% of total trade
accounts receivable. During the year ended December 31, 1998, predominantly all
of the Company's sales were generated from one company and receivables consisted
of $82,614 or 95% of total trade accounts receivable.

Loan Origination Fees

The December 31, 1998 loan origination fees were direct costs incurred for the
origination of loans that were deferred and amortized to interest expense using
the interest method over the contractual terms of the loans. During 1999, the
loan origination fees were expensed in connection with the settlement of the
related debt through the transfer of common stock.

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 at inception of the leases. Depreciation is computed using the
straight-line method over the estimated useful lives or lease terms of the
related assets of three to five years.

Intangible Asset

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

                                      F - 8


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)

Revenue Recognition

Revenue is recognized upon the completion of long distance telephone service
based on the duration of the telephone call.

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, 1999, 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 approximate 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, 1999, the Company determined no impairment was appropriate.

Income Taxes

During 1998, the Company was organized as an LLC. No tax was paid by the LLC as
each member is allocated their respective share of the Company's income or loss
for the year in accordance with federal and state tax laws. Accordingly, no tax
provision is included in the financial statements for the year ended December
31, 1998.

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.

                                      F - 9


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)

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 98"). Under the provisions
of SFAS 128 and SAB 98, basic and diluted net loss per share is computed by
dividing the net loss available to common stockholders for the period by the
weighted average number of common shares outstanding for the period.

Recently Issued Accounting Pronouncements

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


Note 2 - Property and Equipment

Property and equipment consists of the following:

                                                         December 31,
                                                   -----------------------
                                                       1999        1998
                                                   -----------   ---------


Telephony equipment .......................          $ 137,158   $ 288,974
Computers, equipment and software..........            277,893     111,071
                                                   -----------   ---------
                                                       415,051     400,045
   Less accumulated depreciation ..........           (159,464)    (46,131)
                                                   -----------   ---------

                                                     $ 255,587   $ 353,914
                                                   ===========   =========


Note 3 - Long-Term Debt

Long-term debt consists of the following:
                                                         December 31,
                                                   -----------------------
                                                       1999        1998
                                                   -----------   ---------

Note payable,  interest at 12.9%, due in monthly
installments of approximately  $795,  commencing
July 1999 through maturity of June 2004.            $ 31,776      $     -

                                     F - 10


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 3 - Long-Term Debt (continued)
                                                         December 31,
                                                   -----------------------
                                                       1999        1998
                                                   -----------   ---------

Capital leases with monthly  installments
 totaling $3,295 including interest at
 23% and expiring December 2001 through
 August 2003. Collateralized by equipment
 with a net book value of approximately
 $178,000 and $55,000 at December 31, 1999
 and 1998, respectively.                              213,025        56,571

Various note payables  issued for acquisition of
 equipment, paid during 1999 with the issuance
 of common stock                                           -        404,474
                                                   -----------   ----------

                                                     $244,801      $461,045
                                                   ===========   ==========

Maturities of long-term debt as of December 31, 1999 are as follows:

                                      Long-Term       Capital
          Year Ending December 31,      Debt           Leases         Total
         -------------------------    ---------      ---------      ---------
                  2000                $   5,035      $ 135,869      $ 140,904
                  2001                    6,458         94,369        100,827
                  2002                    7,342         14,932         22,274
                  2003                    8,348          8,237         16,585
                  2004                    4,593           --            4,593
                                      ---------      ---------      ---------
                                         31,776        253,407        285,183
                  Less amount
                   representing
                   interest                --          (40,382)       (40,382)
                                      ---------      ---------      ---------
                                         31,776        213,025        244,801
                  Less current
                   maturities            (5,035)       (91,381)       (96,416)
                                      ---------      ---------      ---------

                                      $  26,741      $ 121,644      $ 148,385
                                      =========      =========      =========

The net book value of assets under capital lease was approximately $178,000 and
$55,000 as of December 31, 1999 and 1998, respectively.


Note 4 - Commitments

The Company leases office space and furniture and equipment under operating
leases which expire February 2000 through July 2002.

                                     F - 11


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 4 - Commitments (continued)

Future minimum obligations under the non-cancelable operating leases at December
31, 1999 are as follows:

      Year Ending December 31,

             2000                                   $110,320
             2001                                     74,176
             2002                                      3,155
                                                    --------

                                                    $187,651
                                                    ========

Rent expense under the operating leases was $41,954 and $30,275 for the years
ended December 31, 1999 and 1998, respectively.


Note 5 - Shareholder Advance

In 1998, the Company received advances from a shareholder to fund operations.
The advances are non interest bearing and payable on demand. As of December 31,
1999 and 1998, the advances from stockholder totaled $119,100 and $186,844,
respectively.


Note 6 - Income Taxes

At December 31, 1999, the Company has net operating loss carryforwards of
approximately $536,000 which expires in 2014.

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 carryforwards.


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 of 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.

                                     F - 12


<PAGE>


                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note 7 - Stock Transactions (continued)

In December 1999, subsequent to the reverse acquisition, the Company issued
common shares in exchange for debt, to acquire various assets and in payment of
consulting services. In December 1999, the fair market value of the common stock
on the date of these issuances was determined to be $.66 based on the issuance
of 150,000 common shares of stock for $100,000 in December 1999.

The various stock transactions which occurred in December 1999 are as follows:

The Company issued 85,000 shares of common stock to an equipment vendor and
customer in exchange for satisfaction of a note payable and related accrued
interest totaling $482,443. This amount was netted with the accounts receivable
balance due the Company which totaled $120,097. The related equipment's
acquisition cost was reduced by approximately $306,000 as a result of this
transaction.

The Company issued 250,000 shares of common stock in exchange for an intangible
asset. In connection with this transaction, the Company also settled an accounts
receivable balance of $50,000. The fair value of the intangible asset was
determined to be $215,000 and is reflected in the accompanying financial
statements.

A consultant was granted 200,000 shares of common stock in exchange for
equipment with a fair value of $125,000 and consulting services. The
accompanying financial statements reflect $6,600 of consulting expense and the
fair value of the equipment as a result of this transaction.

In December 1999, the Company agreed to transfer 150,000 shares of common stock
in exchange for $100,000. This amount was received in full in January 2000.

                                     F - 13

<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, 7979 E Tufts 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>

<TABLE>
<CAPTION>


                  Security Ownership of Officers and Directors and 5% Owners

Name and Address of Beneficial Owner                 Amount and Nature          Percent of Class
                                                        of Ownership
<S>                                                  <C>                             <C>

 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.

</TABLE>

                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

/S/                                                                          /S/

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 Athe 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 '368(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