CERTIFICATION PURSUANT TO SECTION 302 of the SARBANES-OXLEY ACT OF 2002

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         I,  Elwin D.  Cathcart,  Principal  Accounting  Officer  and  Principal
Executive Officer of VHS Network, Inc., hereby certify that:

         1. I have  reviewed  this annual  report on Form 10-KSB of VHS Network,
Inc.;
         2. Based on my knowledge, this annual report does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4.  I  am  responsible  for  establishing  and  maintaining  disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I have:

                  (a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,  particularly
during the period in which this annual report is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  (c) presented in this annual report my  conclusions  about the
effectiveness  of the disclosure  controls and procedures based on my evaluation
as of the Evaluation Date;

         5. I  have  disclosed,  based  on my  most  recent  evaluation,  to the
registrant's  auditors  and to the  audit  committee  of  registrant's  board of
directors (or persons performing the equivalent function):

                  (a) all significant deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  (b)  any  fraud,  whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. I have  indicated  in this annual  report  whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: June 3, 2003


/s/ Elwin D. Cathcart
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By: Elwin D. Cathcart

Title: Principal Accounting Officer
and Principal Executive Officer


A signed  original of this written  statement  has been provided to VHS Networks
Inc. and will be retained by VHS Network, Inc. and  furnished to the  Securities
and Exchange Commission or its staff upon request.