Microsoft Word 10.0.2627;UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              DIALEX MINERALS INC.

                                   FORM 10-KSB

(Mark  One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934

                   For the fiscal year ended December 31, 2003
                                             -----------------

[  ]     TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE EXCHANGE ACT
           For the transition period from _________________ to _________________

                        Commission file number 000-29827
                                               ----------

                              DIALEX MINERALS INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Florida                                              65-0656668
--------------------------------                            ------------------
(State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                           Identification No.)


                         Suite 300, 50 Richmond St. East
                            Toronto, Ontario M5C 1N7
                      ------------------------------------
                    (Address of principal executive offices)

                                  416 368-6161
     -----------------------------------------------------------------------
                           (Issuer's telephone number)


                       APPICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
     EQUITY, AS OF THE LATEST PRACTICABLE DATE: April 15, 2004 - 44,188,816

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


<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. For example, statements included in this report regarding our financial
position,   business   strategy  and  other  plans  and  objectives  for  future
operations, and assumptions and predictions about future product demand, supply,
manufacturing,  costs,  marketing  and pricing  factors are all  forward-looking
statements.   When  we  use  words  like  "intend,"   "anticipate,"   "believe,"
"estimate,"  "plan" or "expect," we are making  forward-looking  statements.  We
believe that the assumptions and expectations  reflected in such forward-looking
statements  are  reasonable,  based on  information  available to us on the date
hereof,  but we cannot assure you that these  assumptions and expectations  will
prove to have been correct or that we will take any action that we may presently
be planning.  We have disclosed  certain  important factors that could cause our
actual results to differ materially from our current  expectations  elsewhere in
this report. You should understand that forward-looking  statements made in this
report are  necessarily  qualified by these factors.  We are not  undertaking to
publicly  update or  revise  any  forward-looking  statement  if we  obtain  new
information or upon the occurrence of future events or otherwise.

                                     PART I
ITEM 1.  DESCRIPTION OF BUSINESS

Company History

Dialex Minerals Inc. ("the Company") was incorporated in the State of Florida on
December 18, 1995 as Ronden  Vending  Corp.  On December  24, 1996,  the Company
incorporated  a wholly  owned  subsidiary  called  Ronden  Acquisition,  Inc., a
Florida  corporation.  Ronden  Acquisition,  Inc.  then  merged  with Video Home
Shopping, Inc., (a Tennessee corporation),  and Ronden Acquisition, Inc. was the
surviving Florida Corporation.  In 1996, Video Home Shopping, Inc. was a network
marketing  and  distribution  company which offered a wide range of products and
services  to  consumers  through the medium of video  tape.  However,  after the
merger the  Company  decided  not to continue  with the  network  marketing  and
distribution operations of Video Home Shopping, Inc. of Tennessee.

On  January  9,  1997,  articles  of merger  were  filed for the  Company as the
surviving  corporation  of a merger  between the  Company  and its wholly  owned
subsidiary Ronden  Acquisition,  Inc. This step completed the forward triangular
merger  between Video Home  Shopping,  Inc.,  Ronden  Acquisition,  Inc. and the
Company.

On January 9, 1997,  articles of amendment  were filed to change the name of the
Company from Ronden  Vending  Corp. to VHS Network,  Inc. On April 9, 1997,  the
Company incorporated VHS Acquisition, Inc. as a wholly owned subsidiary.

In April  1997,  the  Company  was  restructured  by way of a reverse  take-over
involving its wholly owned subsidiary, VHS Acquisition, Inc., a Florida company,
and VHS Network, Inc., a Manitoba and Canadian controlled private corporation.

On April 12, 2000,  the Company  acquired all the  outstanding  common shares of
China eMall  Corporation,  an Ontario private  company.  This represented a 100%
voting interest in China eMall Corporation.  The company served as an e-commerce
company that provided Internet marketing and information  services to facilitate
trade between Chinese and western businesses and consumers. On September 5, 2003
the Company  divested its interest in China eMall by selling all the outstanding
common shares of China eMall for a nominal amount ($2.00)

On May 6, 2001, the Company entered into an agreement and plan of reorganization
(the  "Agreement") with Branson  Holdings,  Inc.  ("Branson") to acquire all the
issued and outstanding  shares of Branson.  On July 26, 2001 VHSN terminated its
agreement with Branson.
                                       2
<PAGE>

On December 1, 2001, the Company  acquired all the outstanding  common shares of
TrueNet Enterprise Inc., an Ontario private company. This business carried on as
a wholly owned  subsidiary  of VHSN.  TrueNET  Enterprise,  Inc. had developed a
management  software product for the wholesale  distribution  business which was
unique and proprietary to them. . On September 5, 2003 the Company  divested its
interest in TrueNet  Enterprise Inc by selling all the outstanding common shares
of TrueNet Enterprise Inc for a nominal amount ($2.00)


Operations

The Company has changed the nature of its business and is now  concentrating  on
the mineral and natural resource sector. It is involved with the exploration and
production


RISK  FACTORS

An investment in our common stock is  speculative  in nature and involves a high
degree of risk. You should carefully  consider the following risks and the other
information  contained in this prospectus  before  investing in the common stock
offered hereby.  The price of our common stock could decline due to any of these
risks, and you could lose all or part of your investment.  You also should refer
to the other  information  included in this prospectus,  including the financial
statements and related notes.

If any of the events  described  below were to occur,  our business,  prospects,
financial  condition or results of  operations  or cash flow could be materially
adversely  affected.  When we say that  something  could or will have a material
adverse  effect  on it,  we mean that it could or will have one or more of these
effects.

WE HAD OPERATING LOSSES IN THE FISCAL YEARS ENDED DECEMBER 31, 2003.

Although we had a net profit of $553,716  for the year ended  December  31, 2003
due  to  forgiveness  of  debt,  the  operating  losses  totaled  $337.641.  Our
operations   are  subject  to  the  risks  and   competition   inherent  in  the
establishment  of a business  enterprise.  There can be no assurance that future
operations  will be profitable.  We may not achieve our business  objectives and
the failure to achieve such goals would have an adverse impact on us.

WE WILL NEED TO RAISE  ADDITIONAL  FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF
WE ARE  UNABLE TO  SECURE  SUCH  FINANCING,  WE MAY NOT BE ABLE TO  SUPPORT  OUR
OPERATIONS.

We will need additional funds to develop our operations.  We may seek
additional capital through

         -    an offering of our equity securities,
         -    an offering of debt securities, or
         -    by obtaining financing through a bank or other entity.

We have not  established  a limit as to the  amount  of debt we may incur and we
have not adopted a ratio of our equity to debt  allowance.  If we need to obtain
additional financing, the financing may not be available from any source, or may
not be available on terms  acceptable  to us. Any future  offering of securities
may not be  successful.  We may not be able to  continue  to  operate  if we are
unable to obtain additional capital when needed.

                                       3
<PAGE>

THE  LOSS OF OUR KEY EMPLOYEES MAY ADVERSELY AFFECT OUR GROWTH OBJECTIVES.

Our success in achieving our growth  objectives  depends upon the efforts of our
top management  team. The loss of the services of any of these  individuals  may
have a material adverse effect on our business,  financial condition and results
of  operations.  We can give no  assurance  that we will be able to maintain and
achieve our growth  objectives  should we lose any or all of these  individuals'
services.


WE MAY, IN THE FUTURE,  ISSUE ADDITIONAL  SHARES OF OUR COMMON STOCK WHICH WOULD
REDUCE INVESTORS PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Certificate of Incorporation  authorizes the issuance of 100,000,000  shares
of common stock, par value $.001 per share,  and 25,000,000  shares of preferred
stock.  The future  issuance of all or part of our remaining  authorized  common
stock may result in  substantial  dilution in the percentage of our common stock
held by our then  existing  shareholders.  We may value any common or  preferred
stock issued in the future on an arbitrary  basis.  The issuance of common stock
for future  services or  acquisitions  or other  corporate  actions may have the
effect of diluting the value of the shares held by our investors, and might have
an adverse effect on any trading market for our common stock.

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

As of April 15,  2004,  the Company had  44,188,816  shares of its Common  Stock
issued and outstanding 2,824,726 of which the Company believes to be "restricted
securities".  Rule 144 provides,  in essence,  that a person holding "restricted
securities"  for a period of one year may sell only an amount every three months
equal to the greater of (a) one percent of a  company's  issued and  outstanding
shares, or (b) the average weekly volume of sales during the four calendar weeks
preceding the sale. The amount of "restricted  securities" which a person who is
not an affiliate of our company may sell is not so limited, since non-affiliates
may sell without volume  limitation  their shares held for two years if there is
adequate current public information available concerning our company. In such an
event,  "restricted  securities"  would be eligible for sale to the public at an
earlier  date.  The sale in the public market of such shares of Common Stock may
adversely affect prevailing market prices of our Common Stock.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO
SO IN THE FORESEEABLE  FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE
AN ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN  APPRECIATION,  IF ANY, IN THE
MARKET PRICE OF OUR COMMON STOCK.

We have never paid, and have no intentions in the foreseeable future to pay, any
cash  dividends on our common stock.  Therefore an investor in our common stock,
in all  likelihood,  will only realize a profit on his  investment if the market
price of our common stock increases in value.

THE  APPLICATION  OF THE "PENNY STOCK  REGULATION"  COULD  ADVERSELY  AFFECT THE
MARKET PRICE OF OUR COMMON STOCK

Our  securities may be deemed a penny stock.  Penny stocks  generally are equity
securities  with a price of less  than  $5.00 per share  other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
Stock Market, provided that current price and volume information with respect to
transactions  in such  securities  is  provided by the  exchange or system.  Our
securities  may be subject to "penny stock rules" that impose  additional  sales
practice  requirements  on  broker-dealers  who sell such  securities to persons
other than established  customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000


                                       4
<PAGE>

together  with their  spouse).  For  transactions  covered by these  rules,  the
broker-dealer must make a special suitability  determination for the purchase of
such  securities  and have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the "penny stock rules" require the delivery,  prior
to the  transaction,  of a  disclosure  schedule  prescribed  by the  Commission
relating to the penny stock  market.  The  broker-dealer  also must disclose the
commissions payable to both the broker-dealer and the registered  representative
and current quotations for the securities.  Finally,  monthly statements must be
sent disclosing  recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell our  securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary  market.  The  foregoing  required
penny stock  restrictions  will not apply to our  securities if such  securities
maintain a market price of $5.00 or greater.  We can give no assurance  that the
price of our securities will reach or maintain such a level.

UNCERTAINTY AS TO THE CONTINUATION OF THE COMPANY AS A GOING CONCERN

The  audited  financial  statements  of the  Company  for the fiscal  year ended
December  31,  2003,  reflect  an  accumulated  net  loss of  $4,693,637.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern if sufficient  additional  funding is not acquired or  alternative
sources of capital developed to meet the Company's working capital needs.

IN THE FUTURE,  THE  AUTHORIZATION  OF OUR  PREFERRED  STOCK MAY HAVE AN ADVERSE
EFFECT ON THE RIGHTS OF HOLDERS OF OUR COMMON STOCK.

We may, without further action or vote by our shareholders,  designate and issue
additional  shares of our preferred  stock. The terms of any series of preferred
stock,  which may include  priority  claims to assets and  dividends and special
voting rights,  could adversely affect the rights of holders of the common stock
and thereby reduce the value of the common stock.  The  designation and issuance
of preferred  stock favorable to current  management or shareholders  could make
the possible  takeover of us or the removal of our management more difficult and
discharge  hostile  bids  for  control  of us which  bids  might  have  provided
shareholders with premiums for their shares.

ITEM  2. DESCRIPTION OF PROPERTY

Dialex does not own any  property.  Dialex  currently  works out of office space
provided by its major  shareholder  Condor Gold Corp.  Dialex believes that this
arrangement is adequate for its current and  immediately  foreseeable  operating
needs.  Dialex does not have any policies regarding  investments in real estate,
securities or other forms of property.

ITEM  3.  LEGAL  PROCEEDINGS

Dialex is aware that the Internal  Revenue Service  subpoenaed  records from its
transfer agent.  Through discussions with the IRS, Dialex has been informed that
the IRS is  investigating  a former  director of a corporation  that merged with
Dialex.

The Company  has  recorded a $350,000  liability  for loss  contingencies.  This
reserve was  established as a result of a potential  liability of the Company to
the Internal  Revenue Service (IRS).  Management  discovered from reviewing 1996
financial  statements of Video Home Shopping Inc., a predecessor to the Company,
of the nature of this  liability.  The footnotes to those  financial  statements
stated the following:

                                       5
<PAGE>

"The Company has outstanding payroll taxes totaling $206,385 as of July31, 1996.
The outstanding  balance consists of Federal  Withholdings,  Social Security and
Medicare taxes and Unemployment  taxes for the quarters ended December 31, 1995,
March 31, 1996 and June 30, 1996.  The Company  also did not make the  necessary
payroll tax deposits for the month ending July 31, 1996. Management believes the
Company  will be able to file and  remit the  outstanding  payroll  tax  returns
during the current period. As the Internal Revenue Service assesses  substantial
civil  penalties and interest for the failure to file and remit payroll  related
taxes, the total amount due could increase significantly "

Management  believes that these Federal  Withholdings taxes, Social Security and
Medicare  taxes,  employer's  taxes,  and other  payroll taxes may not have been
remitted to date;  however,  the Company has not been able to confirm whether or
not payment was made.

While management  views that any liability in this regard is the  responsibility
of the former  principal of Video Home Shopping Inc. and is not  necessarily the
liability of the Company, out of prudence,  the Company has elected to provide a
reserve of $350,000 to provide for the possibility of such liability to the IRS.
Management is currently in process of  determining  the course of further action
regarding this liability.

 From time to time,  Dialex may be  involved  as a  plaintiff  or  defendant  in
various legal actions arising in the normal course of business.  Dialex does not
anticipate any material liability as a result of such litigation.

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

No matter was submitted to a shareholder vote for the 2003 fiscal year.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information

Dialex's common stock has been quoted on the OTC Bulletin Board under the symbol
"DLXM" since February 14, 2001,  prior to which,  our securities  were traded on
the National  Quotation Bureau's Pink Sheets. The following table sets forth the
range  of high  and low bid  quotations  of our  common  stock  for the  periods
indicated.  The prices represent inter-dealer  quotations,  which do not include
retail  markups,  markdowns  or  commissions,   and  may  not  represent  actual
transactions.

         --------------------------------------------
         Quarter(1)                 High $  Low $
         --------------------------------------------
         Fiscal Year - 2002
         ---------------------
         First  Quarter             0.080   0.060
         Second  Quarter            0.160   0.050
         Third  Quarter             0.070   0.030
         Fourth  Quarter            0.080   0.025

         Fiscal Year - 2003
         ---------------------
         First  Quarter             0.030   0.030
         Second  Quarter            0.040   0.030
         Third  Quarter             0.510   0.030
         Fourth  Quarter            0.350   0.040
         --------------------------------------------

                                       6
<PAGE>

As of  April  15,  2004  Dialex  had  44,188,816  shares  of  its  common  stock
outstanding.  The number of  registered  holders of record of common  shares was
approximately 205.

Dividends

Dialex has never  declared  or paid any cash  dividends  on our  capital  stock.
Dialex  intends to retain future  earnings,  if any, to finance the expansion of
its  business  and does not expect to declare or pay any cash  dividends  in the
foreseeable future.

Recent Sales of Unregistered Securities

During  the  fiscal  year  ended  December  31,  2003,   Dialex  did  not  issue
unregistered securities.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  following  discussion  is  intended  to provide  an  analysis  of  Dialex's
financial  condition and should be read in  conjunction  with  Dialex's  audited
financial  statements and the related  footnotes.  The matters discussed in this
section that are not  historical  or current  facts deal with  potential  future
circumstances and developments. Such forward-looking statements include, but are
not limited to, the development  plans for the Company's  growth,  trends in the
results of the Company's development,  anticipated  development plans, operating
expenses  and  the  Company's   anticipated  capital  requirements  and  capital
resources. The Company's actual results could differ materially from the results
discussed in the forward-looking statements.

Going Concern

Dialex is in the process of evaluating and acquiring properties,  after which if
it is thought  economically  feasible,  further  exploration and production will
commence.  As a result,  the  Company  has not yet  generated a profit from its'
operations.  It's  continued  existence and its ability to continue as a growing
concern are dependent upon its ability to obtain additional  capital to fund its
operations.

Goals and Objectives

The company is engaged in the exploration and development of diamond  properties
in Canada.  Since  inception,  the efforts of the Company  have been  devoted to
assessing whether properties have sufficient mineral reserves for production. In
the search for diamond properties,  the Company has staked over 125,000 acres of
land in the James Bay Lowlands of Northern Ontario.

Cash Requirements

The Company intends to raise  additional  funds over the next year from sales of
its securities to satisfy its cash requirements.

Liquidity and Capital Resources

Dialex had no revenues in the current  fiscal year and as a result did not reach
its  objective  of  liquidity.  The  Company  will  continue to rely on investor
funding until revenue and profitability are achieved.

                                       7
<PAGE>

Results of Operations

Results of years ended December 31, 2003 and December 31, 2002

Revenue  for the  current  year ended  December  31, 2003 was $ 0 as compared to
$32,412  in the year  2002.  The  Company  has  been  evaluating  and  acquiring
properties for exploration and as such is not generating revenues.

Operating  expenses  decreased from $401,641 in the fiscal year 2002 to $337,641
in the current  fiscal year.  This  decrease of $64,000 was due primarily to the
reduction of salaries and fees for management, directors and consulting expense.
Other general  operating  expenses such as Office,  interest  charges and agency
fees were  lower that the  previous  year.  Operating  losses for the year ended
December 31, 2003 were  $337,641 a $126,130 a reduction  from the $643,771  loss
incurred in the previous  fiscal year and reflect  managements  effort to reduce
operating expenses.  During the current fiscal year ended December 31, 2003, the
Company  recorded a Net Earnings  before taxes of $553,716 mainly as a result of
forgiveness  of related  party debt of $891,357.  This compares to a Net Loss of
$702,832  for the  fiscal  year  ended  December  31,  2002  which  was due to a
combination of operating losses and write down of assets to their net realizable
market  value.  The Company had a negative  working  capital in 2003 of $808,831
compared to a negative  $1,362,547 in 2002 and net capital deficiency in 2003 of
$4,693,637 compared to a deficiency of $5,247,353 for 2002.



OTHER:

Except for  historical  information  contained in this  Report,  the matters set
forth  above are  forward-looking  statements  that  involve  certain  risks and
uncertainties  that  could  cause  actual  results  to differ  from those in the
forward-looking  statements.  Investors  are directed to  consider,  among other
items, the risks and  uncertainties  discussed in documents filed by the Company
with the Securities and Exchange Commission.

ITEM  7.  FINANCIAL STATEMENTS

Our Financial Statements are filed herewith immediately  following the signature
page.

ITEM  8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There have been no disagreements  regarding  accounting and financial disclosure
matters with the independent certified public accountants of Dialex.

For the fiscal year ended December 31, 2001, and the subsequent  interim periods
through February 18, 2003,  there were no  disagreements  between Dialex and its
former independent auditors,  Gary R. Brown,  Chartered Accountants ("Brown") on
any matter of accounting principles or practice, financial statement disclosure,
or auditing  scope or  practices  which if not resolved to the  satisfaction  of
Brown  would have  caused them to make  reference  to the subject  matter of the
disagreement  in  connection  with its  reports.  Dialex  dismissed  Brown,  the
independent  certified public accountants and auditors of Dialex for fiscal 2001
from their audit  engagement with Dialex.  During the fiscal year ended December
31, 2001, the financial  statements of Dialex did not contain an adverse opinion
or a  disclaimer  of  opinion,  nor were they  qualified  or  modified as to any
uncertainty,  audit scope,  or accounting  principles,  except that their report
dated  April 1, 2002 of Brown for such fiscal year  indicated  conditions  which
raised substantial doubt about Dialex's ability to continue as a going concern.

                                       8
<PAGE>

On February 18, 2003, S F Partnership, LLP ("SF"), located at 4950 Yonge Street,
Suite 400,  Toronto,  Ontario  M2N 6K1,  Canada was engaged by Dialex as its new
independent  accountants  to audit its  financial  statements as of December 31,
2002, and the related statements of operations,  stockholders'  equity, and cash
flows for the year then ended.  Prior to such date,  the Company did not consult
with SF regarding (i) the  application  of accounting  principles to a specified
transaction,  either completed or proposed,  (ii) the type of audit opinion that
might be  rendered by SF on the  Company's  financial  statements,  or (iii) any
other matter that was the subject of a disagreement  between the Company and its
auditor  (as defined in Item  304(a)(1)(iv)  of  Regulation  S-B and its related
instructions)  or a reportable  event (as  described  in Item 304(a)  (1)(iv) of
regulation S-B


ITEM 8A.  CONTROLS & PROCEEDURES

Evaluation Of Disclosure Controls And Procedures

The Company  maintains a system of controls and  procedures  designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures  included  in  this  report,  as well as to  safeguard  assets  from
unauthorized  use or  disposition.  Within 90 days  prior to the  filing of this
report,  the Company's Chief Executive  Officer and Chief Financial Officer have
reviewed and  evaluated  the  effectiveness  of the design and  operation of the
Company's   disclosure   controls  and   procedures   with  the  assistance  and
participation of other members of management.  Based upon that  evaluation,  the
Company's  Chief Executive  Officer and Chief  Financial  Officer have concluded
that  the  Company's  disclosure  controls  and  procedures  are  effective  for
gathering,  analyzing and disclosing the  information the Company is required to
disclose  in the  reports it files  under the  Securities  Exchange  Act of 1934
within the time periods specified in the SEC's rules and forms.

Changes In Internal Controls

The  company  has not made any  significant  changes  to its  internal  controls
subsequent  to  the  Evaluation   Date.  The  company  has  not  identified  any
significant  deficiencies  or material  weaknesses  or other  factors that could
significantly  affect these  controls,  and  therefore,  no need for  corrective
action to be taken.


                                    PART  III


ITEM  9. DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACTS

Directors, Executive Officers, Promoters, and Control Persons

Our directors and executive officers are as follows:

Name                        Age                Title
-------------             ------    ------------------------------------
Alexander Stewart           59      Chairman and Chief Executive Officer
Dr. Wallace Stonehouse      57      Director
Stephen Stewart             25      Director
Kirk Boyd                   54      Director and CFO

Dialex's  directors  hold office until the next annual meeting of Dialex's stock
holders or until  their  successors  are duly  elected and  qualified.  Dialex's
executive  officers  serve at the pleasure of the Board of Directors.  Set forth
below  is a  summary  description  of  the  principal  occupation  and  business
experience of Dialex's  directors  and executive  officers for at least the last
five years.
                                       9
<PAGE>

Alexander  Stewart,  age 59, the Chairman and Chief Executive  Officer of Condor
has  been the  president  of RTO  Capital  Corp.  for the  past 10  years  and a
corporate  lawyer for over 30 years.  Mr.  Stewart has been  Chairman  and Chief
Executive  Officer of Northville Gold Corp. and Condor Gold Corp. since 2000 and
2002 respectively. Both companies are involved in resource exploration

Dr. Wallace  Stonehouse,  age 57, Mr.  Stonehouse,  has been President and Chief
Executive Officer of Comforce Inc., a financial  advisory  company,  for over 10
years.  Mr.  Stonehouse  has been involved in trading  markets and  capitalizing
public companies for the past 20 years. Mr.  Stonehouse was a partner of Toronto
Veterinary Group from 1969 to 1971.

Stephen  Stewart,  age 25, has been the Vice  President of RTO Capital  Corp., a
Toronto-based  merchant bank since 2000. RTO Capital Corp. provides financing to
small and mid-sized Canadian  companies.  Mr. Stewart also holds the position of
the  Vice-President  of RTO Zarex  Ltd.,  a  Toronto-based  consulting  services
company  advising and assisting  clients in areas of expansion,  franchising and
consolidation. Mr. Stewart was a university student prior to 2000.

Neil Novak, age 52 has over 27 years experience in the mining industry, the last
10 of which have been  directly  related to the  diamond  exploration  industry.
Since 2001 Mr. Novak has been president  Billiken  Management  Services Inc., an
exploration  management and  consulting  firm From 1997 to 2000 he was president
and CEO of Karmin  Exploration Inc a junior base metal explorer in Brazil.  From
1995  to 1997  Mr.  Novak  was the  International  Exploration  Manager  for KWG
Resources Inc. and Ste Genevieve Group of Companies, a group of companies active
in exploration in North and South America,  the Caribbean,  Africa, the Far East
and  Russia.  In 1983 Mr  Novak  founded,  and  continues  to  run,  Nominex,  a
consulting company involved in providing management and services for all aspects
of mineral exploration activity in the mining industry

L. Kirk Boyd,  age 54 has over 30 years  experience  in the field of finance and
administration   in  both   Fortune   500   corporations   and   entrepreneurial
organizations in consumer products and technology industries. In 1992 he founded
Kirk Boyd & Associates,  a consulting  company providing  executive services and
specializing  in  strategic  planning,  corporate  restructuring  and  financial
management.  In 1997 he joined RTO Capital Corp. as Director and Vice  President
Finance and was involved in merchant  banking  specializing in equity  financing
for small and micro-cap Canadian companies with a global perspective. Since 2002
he has returned to his  consulting  practice and has  concentrated  on corporate
governance and regulatory  reporting and disclosure for mid-size companies which
are publicly traded on North American stock exchanges


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 Dialex is not aware of any material legal proceedings that have occurred within
the past five years concerning any director, director nominee, or control person
which involved a criminal conviction,  a pending criminal proceeding,  a pending
or concluded  administrative or civil proceeding limiting one's participation in
the securities or banking industries,  or a finding of securities or commodities
law violations.

                                       10
<PAGE>

ITEM  10.  EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides certain summary information concerning compensation
paid to or accrued by the Officers and Directors of Dialex for services rendered
to Dialex during the last three years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Long-Term Compensation
------------------------- ------- -------------------------------------- ---------------------------- -------------- --------------
                                           Annual compensation                     Awards             Payouts
                                  -------------------------------------- ---------------------------- -------------- --------------
                                                                                       Securities
Name and                                                   Other                       Underlying
Principal                                                  Annual        Restricted    Options/       LTIP (3)       All Other
Position                  Year    Salary     Bonus         Compensation  Stock awards  SARs(2)        Payouts        Compensation
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
<S>                       <C>     <C>        <C>           <C>           <C>           <C>            <C>            <C>
Alexander Stewart
Chairman and CEO(4) (5)   2003    $       0  $        0    $  40,000(1)  $        0    $        0     $        0     $  75,758(1)
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
Wallace Stonehouse
Director(4)               2003    $       0  $        0    $   40,000    $        0    $        0     $        0     $  29,924
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
Kirk Boyd
CFO(5)                    2003    $       0  $        0    $   46,000    $        0    $        0     $        0     $       0
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
Elwin Cathcart            2003    $       0  $        0    $        0    $        0    $        0     $        0     $       0
Former CEO(6)             2002    $       0  $        0    $        0    $        0    $        0     $        0     $       0
                          2001    $       0  $        0    $        0    $        0    $        0     $        0     $       0
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
John Salowski             2002    $  14,800  $        0    $        0    $        0    $        0     $        0     $       0
Former President(6)       2001    $   4,600  $        0    $        0    $        0    $        0     $        0     $       0
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
</TABLE>

Note:
(1) Consulting fees paid to RTO Capital Corp., a company controlled by Alexander
Stewart

 (2)  "SARs"  or  "Stock  appreciation  right"  means  a  right  granted  by the
Corporation, as compensation for services rendered, to receive a payment of cash
or an issue or transfer of securities  based wholly or in part on changes in the
trading price of publicly traded securities of the Corporation.

(3)  "LTIP " or  "long  term  incentive  plan"  means  any plan  which  provides
compensation  intended to serve as  incentive  for  performance  to occur over a
period  longer than one  financial  year,  but does not include  option or stock
appreciation right plans or plans for compensation  through restricted shares or
restricted share units.

(4) Elected director as of September 05, 2003.

(5)Appointed September 05, 2003

(6) Resigned as director September 05, 2003

                                       11
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act

Section  16(a) of the  Exchange  Act requires  Dialex's  executive  officers and
directors,  and persons who  beneficially  own more than ten percent of Dialex's
equity  securities,  to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission. Officers, directors and greater than 10%
percent  shareholders  are  required by SEC  regulation  to furnish  Dialex with
copies of all Section 16(a) forms they file.

Based on its review of the copies of such forms received by it, Dialex  believes
that during the year ended  December  31,  2003,  all such  filing  requirements
applicable to its officers and directors were complied with. Benefit Plans

Dialex does not have any pension plan, profit sharing plan, or similar plans for
the benefit of its  officers,  directors  or  employees.  However,  Dialex r may
establish such plans in the future. Board Compensation

Directors  of Dialex have not  received any  compensation  in their  capacity as
directors during its fiscal year ended December 31, 2003.

Director and Officer Indemnification and Limitations on Liability

OPTION GRANTS IN FISCAL YEAR 2003

Dialex did not grant options to its officers or directors to purchase  shares of
our common stock during the fiscal year ended December 31, 2003:

Employment Agreements

The Company does not have any employment agreement with its employees.

Director and Officer Indemnification and Limitations on Liability

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers, and controlling persons of Dialex pursuant
to the foregoing provisions,  or otherwise,  Dialex has been advised that in the
opinion of the  Commission  such  indemnifications  is against  public policy as
expressed in the Securities Act and, is, therefore, unenforceable.

We have no indemnification  agreements with persons who are directors,  officers
or employees of Dialex.



ITEM  11.  SECURITIY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this Report
regarding  the  beneficial  ownership  of our  common  stock held by each of our
executive officers and directors, individually and as a group and by each person
who beneficially owns in excess of five percent of the common stock.

The number of shares of common stock beneficially owned by each person or entity
is  determined  under the  rules  promulgated  by the SEC.  Under  those  rules,
beneficial  ownership  includes  any shares as to which the person or entity has
sole or shared voting power or investment  power and shares which that person or
entity has the right to acquire  within  sixty days after  April 15,  2004.  The
inclusion  in this  section of any  shares  deemed  beneficially  owned does not
constitute an admission by that person of beneficial  ownership of those shares.
Dialex  believes that the  individuals  listed below have the sole power to vote
and dispose of the number of shares set forth  opposite their  respective  names
unless otherwise indicated.

                                       12
<PAGE>

                                   Number  of  shares      Percent  of
                                   of common  stock        common  stock
                                   beneficially            beneficially
Name  of                           owned  or  right        owned  or  right
Beneficial  Owner                  to  direct  vote(*)     to  direct  vote (*)
--------------------               -------------------     --------------------

Alexander Stewart                       2,155,000                4.8%
Director
3315 Crompton Cres.
Mississauga, ON L5B 4C8

Dr. Wallace Stonehouse                  1,555,000                3.5%
Director
54 Davenport Road
Toronto, ON  M5R 1J2

Kirk Boyd                                805,840                 1.8%
Director
188 Romain Cres.
Oakville, ON L6h 5A4

Neil Novak                               107,000                 0.2%
Director
138 Cranston Ave.
Cambridge, ON  N1T 1J7

Condor Gold Corp                      34,500,200                78.1%
Toronto, Ontario M5C 1N7


All  officers  and  directors
as  a  Group  (4  persons)             4,622,840                10.5%


ITEM  12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Group Mark Canada Limited  Management  Agreement was terminated in 2003 and as a
result  there  were no  management  fees  charges to Dialex by Group  mark.  Mr.
Cathcart,

Condor Gold Corp. is a significant  shareholder of Dialex.  Alex G. Stewart is a
significant  shareholder of Condor, a director and its Chief Executive  Officer.
Mr. Stewart is also a director and Chief Executive Officer of Dialex

                                       13
<PAGE>
ITEM  13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this Annual Report on Form
10-KSB:

(1) Financial Statements

(2)  Exhibits

         2.1*      Agreement  and Plan of  Reorganization  between VHS  Network,
                   Inc. and Exodus Acquisition  Corporation,  dated May 6, 2000.
                   3.1* Articles of Incorporation for VHS Network, Inc.

         3.2*      Articles of Merger for VHS Network, Inc.

         3.3*      Articles of Amendment for VHS Network, Inc.

         3.4*      By-Laws of VHS Network, Inc.

         4.1*      Specimen Stock Certificate.

         10.1*     Share  Exchange  Agreement  made  April  15,  2000  among VHS
                   Network,  Inc.,  China eMall  Corporation,  Gang Chai, Qin Lu
                   Chai,  Uphill Capital Inc.,  Charles He, Qing Wang, and Forte
                   Management Corporation.

         10.2*     License Agreement  between Groupmark Canada Limited,  and VHS
                   Network, Inc. dated January 1, 2000.

         10.3*     Management  Services Agreement between VHS Network,  Inc. and
                   Groupmark Canada Limited, dated April 1997.

         10.4*     Agreement  and Plan of Merger  dated as of December  26, 1996
                   made among Ronden Vending Corporation and Ronden Acquisition,
                   Inc.,  Video Home Shopping,  Inc. (A Tennessee  Corporation),
                   Progressive Media Group, Inc. and Pamela Wilkerson.

         10.5*     Agreement  and Plan of Merger  dated as of December  30, 1996
                   between Ronden Vending  Corporation  and Ronden  Acquisition,
                   Inc.

         10.6*     Agreement  and Plan of  Reorganization  dated  April 10, 1997
                   among VHS  Network,  Inc. and VHS  Acquisition,  Inc. and VHS
                   Network (Canada) Inc.*

         10.8**    Form of Acquisition  Agreement between the Company and TruNet
                   Enterprise Inc.

         10.9      Articles of  Amendment  to Articles of  Incorporation  of VHS
                   Network, Inc. September 5, 2003. 99.1 Certifications Pursuant
                   To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906
                   Of The  Sarbanes-Oxley  Act Of 2002 * Previously  filed as an
                   exhibit to the Company's  Registration  Statement on Form SB2
                   filed  with the  Commission  and  incorporated  by  reference
                   herein.

** Filed as exhibit 10.8 to the Company's  form 10K-SB filed with the Commission
on April 16, 2002 and incorporated by reference herein.

Reports On Form 8-K

On February 12, 2002,  the Company  filed a Current  Report on Form 8-K with the
Commission disclosing the Company's change of accountants

                                       14
<PAGE>

On July 25,  2003,  the  Company  filed a  Current  Report  on Form 8-K with the
Commission disclosing the Company's change of accountants

On September 22, 2003,  the Company filed a Current  Report on Form 8-K with the
Commission disclosing change in control of registrant

ITEM  14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  following  table sets forth fees  billed to us by our  auditors  during the
fiscal  years ended  December  31, 2001 and  December 31, 2002 for: (i) services
rendered for the audit of our annual financial  statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the  performance  of the audit or review of our financial  statements
and that are not reported as Audit Fees,  (iii) services  rendered in connection
with tax  compliance,  tax advice and tax planning,  and (iv) all other fees for
services  rendered.  "Audit  Related  Fees"  consisted of  consulting  regarding
accounting issues. "All Other Fees" consisted of fees related to the issuance of
consents for our S-8 Registration Statements and this Annual Report.


                                    December 31, 2002         December 31, 2001
                                    -----------------         -----------------
(i)Audit Fees                       $      13,600             $    18,097
(ii)Audit Related Fees              $           0             $         0
(iii)Tax Fees                       $           0             $         0
(iv)All Other Fees                  $           0             $         0


                                       15
<PAGE>




SIGNATURES
--------------------------------------------------------------------------------
In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                           DIALEX MINERALS INC.


Date April 15th, 2004                      /s/ Alexander G. Stewart
                                           ------------------------
                                           (Signature)  Alexander G. Stewart
                                           Chief Executive Officer




Date April 15th, 2004                      /s/ L. Kirk Boyd
                                           -----------------
                                           (Signature)  L. Kirk Boyd
                                           Chief Financial Officer



                                       16


                              DIALEX MINERALS INC.
                           (FORMERLY VHS NETWORK INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002






                                    CONTENTS

Independent Auditors' Report                                               F-2

Consolidated Balance Sheets                                                F-3

Consolidated Statements of Changes in Stockholders' Deficit                F-4

Consolidated Statements of Operations                                      F-5

Consolidated Statements of Cash Flows                                      F-6

Notes to Consolidated Financial Statements                          F-7 - F-15


<PAGE>


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Dialex Minerals Inc.

         We have audited the accompanying  consolidated balance sheets of Dialex
Minerals Inc. as at December 31, 2003 and 2002 and the  consolidated  statements
of changes in  stockholders'  deficit,  operations  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  consolidated
financial statements based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  an audit to obtain  reasonable  assurance  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 consolidated
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  our audit  provides a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all material  respects,  the  financial  position of Dialex
Minerals  Inc.  as at  December  31,  2003  and  2002  and  the  results  of its
operations,  changes in its accumulated deficit and its cash flows for the years
then ended in accordance with accounting  principles  generally  accepted in the
United States of America.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2a) to the financial statements, the Company experienced operating losses in the
year ending  December 31, 2002, and has negative  working capital and cash flows
from  operations.  These  factors  raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  these
matters are also described in Note 2a). The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                                   /s/ "SF Partnership, LLP"
                                                   -------------------------
                                                   CHARTERED ACCOUNTANTS

Toronto, Canada
April 12, 2004


                                      F-2
<PAGE>


<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Balance Sheets
December 31, 2003 and 2002


                                                        2003            2002
                                                     -----------    -----------
                                     ASSETS
                                                     $      --      $      --
                                                     -----------    -----------


                                   LIABILITIES

Current
    Bank indebtedness                                $      --      $       116
    Accounts payable and accrued charges                 450,564        246,639
    Advances from shareholder (note 3)                     8,267        765,792
    Reserve for loss contingencies  (note 4)             350,000        350,000
                                                     -----------    -----------


                                                         808,831      1,362,547
                                                     -----------    -----------

                            STOCKHOLDERS' DEFICIENCY

Capital Stock (note 5)                                    37,344         37,344

Additional Paid-In Capital                             3,847,462      3,847,462

Accumulated Deficit                                   (4,693,637)    (5,247,353)
                                                     -----------    -----------

                                                        (808,831)    (1,362,547)
                                                     -----------    -----------

                                                     $      --      $      --
                                                     ===========    ===========

   The accompanying notes are an integral part of these financial statements.

APPROVED ON BEHALF OF THE BOARD


             "ALEXANDER G. STEWART"                          "L. KIRK BOYD"

         /s/  ALEXANDER G. STEWART                        /s/ L. KIRK BOYD
         -------------------------                        ----------------
                  Director                                      Director

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Changes in Stockholders' Deficit
Years Ended December 31, 2003 and 2002

                                                             Common       Additional
                                                              Stock        Paid-In       Accumulated
                                                Shares       Par Value     Capital        Deficit
                                              -----------   -----------   -----------   -----------


<S>                                            <C>          <C>           <C>           <C>
Deficit - December 31, 2001                    22,785,268   $    22,784   $ 3,637,208   $(4,544,521)

Payment of director fees                        1,250,000         1,250        46,750          --
Payment of consulting services                  1,295,000         1,295        51,504          --
Acquisition of China eMall Class "B" shares     4,015,000         4,015          --            --
Partial settlement of GroupMark debt            8,000,000         8,000       112,000          --
Net loss                                             --            --            --        (702,832)
                                              -----------   -----------   -----------   -----------


Deficit - December 31, 2002                    37,345,268        37,344     3,847,462    (5,247,353)

Net earnings                                         --            --            --         553,716
                                              -----------   -----------   -----------   -----------


Deficit - December 31, 2003                     3,734,556   $    37,344   $ 3,847,462   $(4,693,637)
                                              ===========   ===========   ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>



DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Operations
Years Ended December 31, 2003 and 2002


                                                      2003              2002

Sales                                             $       --      $     32,412

Cost of Sales                                             --            94,542
                                                  ------------    ------------

Gross Margin                                              --           (62,130)
                                                  ------------    ------------


Expenses
    General and administrative                         337,641         396,885
    Forgiveness of debt                               (891,357)           --
    Financial                                             --             4,756
    Writedown of assets                                   --           239,061
                                                  ------------    ------------

                                                      (553,716)        640,702
                                                  ------------    ------------


Net Earnings (Loss)                               $    553,716    $   (702,832)
                                                  ============    ============


Basic Earnings (Loss) Per Share                   $      0.148    $     (0.022)
                                                  ============    ============


Basic Weighted Average Number of Shares              3,734,556      31,919,852
                                                  ============    ============


Fully Diluted Earnings (Loss) Per Share           $      0.123    $     (0.020)
                                                  ============    ============


Fully Diluted Weighted Average Number of Shares      4,484,556      34,419,852
                                                  ============    ============


   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Cash Flows
Years Ended December 31, 2003 and 2002

                                                                                    2003          2002
<S>                                                                               <C>          <C>
Cash Flows from Operating Activities
    Net earnings (loss)                                                           $ 553,716    $(702,832)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Forgiveness of debt                                                         (891,357)        --
       Issuance of common stock for expenses and debt                                  --        220,799
       Issuance of common stock for acquisition of Class 'B' China
       eMall shares                                                                    --          4,015
       Writedown of assets                                                             --        239,061
       Accounts payable and accrued charges                                         329,488      131,163
       Accounts receivable                                                             --         17,793
       Inventory                                                                       --         96,304
                                                                                  ---------    ---------


                                                                                     (8,153)       6,303
                                                                                  ---------    ---------

Cash Flows from Investing Activities
    Purchase of assets                                                                 --        (72,470)
    Proceeds on sale of investments                                                       2         --
                                                                                  ---------    ---------

                                                                                          2      (72,470)
                                                                                  ---------    ---------
Cash Flows from Financing Activities
    Proceeds of advances from shareholders                                            8,267      153,630
    Bank indebtedness, net                                                             (116)         116
    Repayment of bank loan                                                             --        (88,736)
                                                                                  ---------    ---------

                                                                                      8,151       65,010
                                                                                  ---------    ---------

Net Decrease in Cash                                                                   --         (1,157)

Cash - beginning of  year                                                              --          1,157
                                                                                  ---------    ---------

Cash - end of year                                                                $    --      $    --
                                                                                  =========    =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


1.    Nature of Business

Company History

Dialex Minerals Corp.  ("the Company") was  incorporated in the State of Florida
on December 18, 1995 under the trade name of Ronden  Vending  Corp.  On December
24, 1996,  the Company  incorporated  a wholly owned  subsidiary  called  Ronden
Acquisition,  Inc., a Florida corporation.  Ronden Acquisition, Inc. then merged
with  Video  Home  Shopping,   Inc.,  (a  Tennessee  corporation),   and  Ronden
Acquisition, Inc. became the surviving Corporation of the merger. In 1996, Video
Home  Shopping,  Inc. was a network  marketing  and  distribution  Company which
offered a wide range of products and services to consumers through the medium of
video tapes. However,  after the merger the Company decided not to continue with
the network marketing and distribution  operations of Video Home Shopping,  Inc.
of Tennessee.

On  January  9,  1997,  articles  of merger  were  filed for the  Company as the
surviving  corporation  of the merger  between the Company and its wholly  owned
subsidiary Ronden  Acquisition,  Inc. This step completed the forward triangular
merger  between Video Home  Shopping,  Inc.,  Ronden  Acquisition,  Inc. and the
Company.

On January 9, 1997,  articles of amendment  were filed to change the name of the
Company from Ronden  Vending  Corp. to VHS Network,  Inc. On April 9, 1997,  the
Company incorporated VHS Acquisition, Inc. as a wholly owned subsidiary.

In April  1997,  the  Company  was  restructured  by way of a reverse  take-over
involving its wholly owned subsidiary, VHS Acquisition, Inc., a Florida company,
and VHS Network, Inc., a Manitoba and Canadian controlled private corporation.

On April 12, 2000,  the Company  acquired all the  outstanding  common shares of
China eMall  Corporation,  an Ontario  private  company.  This represents a 100%
voting interest in China eMall Corporation.  The Company served as an e-commerce
company that provided Internet marketing and information  services to facilitate
trade between Chinese and western businesses and consumers. On December 31, 2002
the Company wrote down the assets of China eMall to their net realizable  value.
On September 5, 2003 the Company divested its interest in China eMall by selling
all the outstanding common shares of China eMall for a nominal amount ($2.00).

On December 1, 2001, the Company  acquired all the outstanding  common shares of
TrueNet Enterprise Inc., an Ontario private company. This business carried on as
a wholly owned subsidiary of VHS Network.TrueNet Enterprise Inc. had developed a
management  software product for the wholesale  distribution  business which was
unique and  proprietary to them. On December 31, 2002 the Company wrote down the
assets of  TrueNet  to their net  realizable  value.  On  September  5, 2003 the
Company  divested  its  interest in TrueNet  Enterprise  Inc. by selling all the
outstanding  common  shares of  TrueNet  Enterprise  Inc.  for a nominal  amount
($2.00).
                                      F-7
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


1. Nature of Business (cont'd)

Operations

The Company has  changed  the nature of its  business  and is now engaged in the
acquisition  and  development of diamond  properties in Canada.  Since September
2003  the  efforts  of the  Company  have  been  devoted  to  assessing  whether
properties have sufficient mineral reserves for production.


2.    Summary of Significant Accounting Policies

      a)    Going Concern

            These  financial  statements  have been prepared in accordance  with
            accounting  principles  generally  accepted in the United  States of
            America with the assumption that the Company will be able to realize
            its assets and  discharge  its  liabilities  in the normal course of
            business.

            The Company has suffered  operating losses in 2003 of $337,641 (2002
            - $702,832) and has a negative  working  capital in 2003 of $808,831
            (2002  -  $1,362,547)  and a  net  capital  deficiency  in  2003  of
            $4,693,637  (2002 - $5,247,353)  that raises doubt as to its ability
            to continue as a going concern.  Management expects that the Company
            will be in a  position  to  obtain  the  working  capital  financing
            required to support its business operations. The Company's continued
            existence as a going concern is dependent upon its ability to attain
            and  maintain  profitable  operations  and to obtain  the  necessary
            financing.

      b)    Unit of Measurement

            United  States  of  America  currency  is being  used as the unit of
            measurement in these financial statements.

            Monetary  assets and liabilities  denominated in foreign  currencies
            are translated into U.S.  dollars at the exchange rates in effect at
            the balance sheet date and  non-monetary  assets and  liabilities at
            the  exchange  rate  in  effect  at the  time  of the  transactions.
            Revenues  and  expenses   denominated  in  foreign   currencies  are
            translated using the average  exchange rates  prevailing  throughout
            the  year.   Realized   gains  and  losses  from  foreign   currency
            translations  are  included  in other  comprehensive  income for the
            period.

      c)    Principals of Consolidation

            The consolidated  financial  statements  include the accounts of the
            Company, and its subsidiaries China eMall, and TrueNet. Intercompany
            accounts and  transactions  have been  eliminated on  consolidation.
            These  consolidated  financial  statements  reflect all adjustments,
            which  are,  in the  opinion  of  management,  necessary  for a fair
            presentation  of the results  for the year.  In  September  2003 the
            Company divested its interest in the subsidiaries.

                                      F-8
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


2. Summary of Significant Accounting Policies (cont'd)

      d)    Use of Estimates

            In preparing  the  Company's  financial  statements,  management  is
            required to make estimates and assumptions  that affect the reported
            amounts of assets and  liabilities and the disclosures of contingent
            assets and liabilities at the dates of the financial statements, and
            the reported  amounts of revenues and expenses  during the reporting
            periods. Actual results could differ from those estimates.

      e)    Fair Value of Financial Instruments

            The  estimated  fair  value  of  financial   instruments   has  been
            determined by the Company using  available  market  information  and
            valuation  methodologies.   Considerable  judgment  is  required  in
            estimating  fair  value.  Accordingly,  the  estimates  may  not  be
            indicative  of the amounts the  Company  could  realize in a current
            market exchange. At December 31, 2003 and 2002, the carrying amounts
            of bank  indebtedness,  accounts  payable and accrued  charges,  and
            loans payable  approximate  their fair values due to the  short-term
            maturities of these instruments.

      f)    Inventory

            Inventory  is  stated  at the  lower of cost  (first  in,  first out
            method) or market.

      g)    Property and Equipment

            Property and  equipment are stated at cost or, in the case of leased
            assets under  capital  leases,  at the present value of future lease
            payments  at  inception  of  the  lease.   Major  improvements  that
            materially  extend  the useful  life of  property  are  capitalized.
            Depreciation  is  calculated  on  a  straight-line  basis  over  the
            estimated useful lives of the various assets, which range from three
            to seven  years.  Leasehold  improvements  and leased  assets  under
            capital  leases  are  amortized  over the  life of the  asset or the
            period  of the  respective  lease  using the  straight-line  method,
            whichever is the shortest.  Expenditures for repairs and maintenance
            are charged to expense as incurred.  In the year 2002,  all property
            and equipment were written down.

      h)    Long-lived Assets

            In  accordance  with  Statement  of Financial  Accounting  Standards
            ("SFAS")  No. 121,  the Company  reviews the  carrying  value of its
            long-lived   assets  and   identifiable   intangibles  for  possible
            impairment whenever events or changes in circumstances  indicate the
            carrying amount of assets to be held and used may not be recoverable

                                      F-9
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


2. Summary of Significant Accounting Policies (cont'd)

      i)    Comprehensive Income

            In 1999, the Company adopted SFAS No. 130, "Reporting  Comprehensive
            Income."  SFAS No.  130  establishes  standards  for  reporting  and
            presentation  of  comprehensive  income and its components in a full
            set of financial  statements.  Comprehensive  income is presented in
            the   consolidated    statements   of   shareholders'   equity   and
            comprehensive  income,  and  consists  of net income and  unrealized
            gains (losses) on available for sale marketable securities;  foreign
            currency  translation  adjustments  and  changes in market  value of
            future  contracts  that  qualify  as a hedge;  and  negative  equity
            adjustments  recognized  in  accordance  with SFAS 87.  SFAS No. 130
            requires only additional  disclosures in the consolidated  financial
            statements and does not affect the Company's  financial  position or
            results of  operations.  The resulting  comprehensive  income (loss)
            from  adopting  the above  SFAS No.  130,  during  the  years  ended
            December 31, 2003 and 2002 have been "Nil".

      j)    Revenue Recognition

            Sales are  recorded  for  products  upon  shipment of the product to
            customers  and transfer of title under  standard  commercial  terms.
            Revenue from services is recorded when the services are rendered.

      k)    Income Taxes

            The  Company  accounts  for income  taxes  pursuant to SFAS No. 109,
            "Accounting  for Income Taxes".  Deferred tax assets and liabilities
            are recorded for differences between the financial statement and tax
            basis of the assets and  liabilities  that will result in taxable or
            deductible amounts in the future based on enacted tax laws and rates
            applicable to the periods in which the  differences  are expected to
            affect taxable income.  Valuation  allowances are  established  when
            necessary to reduce deferred tax assets to the amount expected to be
            realized.  Income tax expense is  recorded  for the amount of income
            tax payable or refundable  for the period  increased or decreased by
            the change in deferred tax assets and liabilities during the period.

      l)    Stock Based Compensation

            The Company enters into  transactions in which goods or services are
            the consideration  received for the issuance of equity  instruments.
            The value of these  transactions  are  measured and  accounted  for,
            based on the fair value of the equity instrument issued or the value
            of the services, whichever is more reliably measurable. The services
            are expensed in the periods during which the services are rendered.

                                      F-10
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


2. Summary of Significant Accounting Policies (cont'd)

      m)    Net Earnings (Loss) per Common Share

            The Company  calculates net earnings  (loss) per share based on SFAS
            No. 128,  "Earnings Per Share".  Basic earnings  (loss) per share is
            computed by dividing net loss attributable to common stockholders by
            the weighted  average  number of common  shares  outstanding.  Fully
            diluted  earnings (loss) per share is computed similar to basic loss
            per share  except that the  denominator  is increased to include the
            number of additional  common shares that would have been outstanding
            if the potential common shares had been issued and if the additional
            common shares were dilutive.

      n)    Recent Accounting Pronouncements

            In June 2001, the FASB issued SFAS No. 141, "Business  Combinations"
            under  which all  acquisitions  subsequent  to June 30, 2001 must be
            accounted for under the purchase method of accounting.  The adoption
            of SFAS No.  141 did not have an effect on the  Company's  financial
            position or results of operations.

            In June 2001,  the FASB  issued SFAS No.  142,  "Goodwill  and Other
            Intangible Assets". SFAS No. 142 changes the accounting for goodwill
            from  an  amortization   method  to  an  impairment-only   approach.
            Amortization  of  goodwill,  including  goodwill  recorded  in  past
            business  combinations,  will cease upon adoption of this statement.
            The  Company is  required to  implement  the SFAS No. 142  effective
            October  1, 2002 only and  consequently  does not have any impact on
            the current year financial  position or results of operations of the
            Company.

            In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset
            Retirement  Obligations".  SFAS 143 establishes accounting standards
            for  recognition  and  measurement  of a liability  for the costs of
            asset retirement obligations.  Under SFAS 143, the costs of retiring
            an  asset  will be  recorded  as a  liability  when  the  retirement
            obligation arises, and will be amortized over the life of the asset.
            The Company does not have any asset retirement obligations.

            In August  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for
            Impairment  or Disposal of  Long-Lived  Assets".  SFAS 144 addresses
            financial accounting and reporting for the impairment or disposal of
            long-lived assets and discontinued operations.  The adoption of SFAS
            No. 144 did not have an effect on the Company's  financial  position
            or results of operations.

                                      F-11
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002

3.    Advances from Shareholder

                                   2003        2002

      Condor Gold Corp.          $  8,267   $   --
      GroupMark Canada Limited       --      765,792
                                 --------   --------
                                 $  8,267   $765,792
                                 ========   ========

These loans are  non-interest  bearing,  unsecured  and have no  specified
terms of repayment.

In 2003 the debt held by Groupmark  was assigned to Condor Gold Corp.  and
was forgiven as a part of the acquisition of Condor Diamond Corp..

On September 5, 2003,  GroupMark Canada Limited sold its 42.6% interest in
the Company to Condor Gold Corp.  At December 31,  2003,  Condor Gold Corp
holds a 54.8% interest in the Company.


4.    Reserve for Loss Contingencies

The Company  has  recorded a $350,000  liability  for loss  contingencies.  This
reserve was  established as a result of a potential  liability of the Company to
the  Internal  Revenue  Service  (IRS)  as a result  of  actions  by the  former
principal of Video Home Shopping Inc. which have lead to an investigation by the
IRS. The Company has  contacted  the IRS for  information  and has no indication
that the investigation concerns the Company directly. Management,  nevertheless,
believes that said IRS  investigation  may relate,  in part,  to unpaid  Federal
Withholding  taxes,  Social Security and Medicare taxes,  employer's  taxes, and
other  payroll  taxes and out of prudence,  the Company has elected to provide a
reserve of $350,000.

                                      F-12
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


5.    Capital Stock

        Authorized
          100,000,000     Common shares, par value of $0.001 per share
           25,000,000     Preferred shares, par value of $0.001 per share

                                                                2003      2002

        Issued
            3,734,556     Common shares (2002 - 37,345,268)   $ 37,344  $ 37,344
                                                              ========  ========


On September 5, 2003 the board of directors  approved the  consolidation  of the
common shares of the  Corporation on the basis of ten current shares for one new
share. In effecting the  consolidation of the shares,  any stockholder who had a
fractional  share amount after the  consolidation  was given one whole share for
their fractional amount resulting in thirty additional shares being added.


6.    Stock Options and Conversions

The Company has adopted the  disclosure  provisions of SFAS No. 123  "Accounting
for Stock - Based Compensation".  Value of options granted has been estimated by
the Black Scholes option pricing model.  The assumptions are estimated  annually
and revised as necessary to reflect market conditions and additional experience.
Options are  granted at prices  that are equal to the current  fair value of the
Company's  common stock at the date of grant. The options issued are immediately
vested. If the Company had elected to recognize  compensation expense based upon
the fair value at the grant date for awards under this plan  consistent with the
methodology  prescribed by SFAS No. 123, the Company's net earnings and earnings
per share would have been as follows:

                                                          2003              2002

      Net Earnings (Loss)
        As reported                                     $553,716    $(702,832)
        Pro forma                                        553,716     (702,832)

      Basic Earnings (Loss) per common share:
        As reported                                        0.148       (0.022)
        Pro forma                                          0.148       (0.022)

      Fully Diluted Earnings (Loss) per common share:
        As reported                                        0.123       (0.020)
        Pro forma                                          0.123       (0.020)

                                      F-13
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


6. Stock Options and Conversions (cont'd)

A summary of the status of the  Company's  stock  option plan as of December 31,
2003 and 2002 and changes  during the years  ended on those  dates is  presented
below.
<TABLE>
<CAPTION>

                                                       Number                             Number
                                                     of Stock                           of Stock
                                                      Options                            Options
                                                         2003      Price/Option             2002      Price/Option
                                                    --------------------------------------------------------------

<S>                                                  <C>               <C>              <C>               <C>
      Balance at beginning of year                   3,500,000         $   0.22         2,500,000         $   0.36

      Granted                                        1,000,000             0.10         1,250,000             0.05

      Forfeited/cancelled/expired                    3,500,000             0.22           250,000             0.05

      Outstanding at year end                        1,000,000             0.10         3,500,000             0.22

      Options exercisable at year end                1,000,000             0.10         3,500,000             0.22
</TABLE>

With the change in senior  management and the board of directors on September 5,
2003,  and under the terms and  conditions  of the share  options,  all  options
granted prior to March 2003 were  forfeited and  cancelled.  In March 2003,  the
Company granted  1,000,000  options to a third party for cash  consideration  of
$100,000. At December 31, 2003 the third party has not exercised their options.

                                      F-14
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


7.    Related Party Transactions

The following table summarizes the Company's  related party  transactions,  that
occurred  in the  normal  course of  operations  for the year,  measured  at the
exchange amount:
<TABLE>
<CAPTION>

                                                                          2003       2002
<S>                                                                     <C>        <C>
      General and Administrative Expenses

      Management and administrative fees - paid to directors
         and management of the Company                                  $231,076   $250,000

      At the end of the year, the advances due  to and (from)
         related entities are as follows:

      Included in Accounts Payable - due to directors and
         management of the Company                                       254,197       --
      Advances from shareholders                                          8,267    765,792
</TABLE>

In 2003 the debts  held by  Groupmark,  a former  shareholder,  China  eMall and
TrueNet,  subsidiaries  of the Company,  were assigned to Condor Gold Corp.  and
were forgiven as a part of the acquisition of Condor Diamond Corp. in the amount
of $891,357.


8.    Writedown of Assets

On April 29, 1998, the Company acquired approximately 32,000 sets of printed art
reproductions.  Each set  consists of four  full-color  prints from "The Andover
Series" by artist Jim Perleberg. Each image has a title narrative printed in the
margin and is re-signed, in the plate, by the artist. The Company unsuccessfully
offered  these prints for sale  through its own web site and other  internet web
sites.  As the prints  did not sell,  the  Company  wrote off the  inventory  at
December 31, 2002.

Intangible  assets at  December  31, 2002 were  written  down to zero to reflect
their net realizable value.


9.    Subsequent Events

On September 5, 2003, the board of directors approved the acquisition of all the
issued and  outstanding  common  shares of Condor  Diamond Corp. in exchange for
34,000,000 common shares of the Company.  The transaction  closed on February 9,
2004.

On February  29,  2004,  the board of  directors  approved  and  authorized  the
issuance of 6,004,260 shares to settle debts owing in the amount of $600,426. In
addition, 3,500,000 options were issued to the directors at an exercise price of
$0.10 per share for a period of five years.

                                      F-15
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2003 and 2002


10.   Contingency

Dialex Minerals Inc. is a defendant by counterclaim  due to an action  initiated
by its  controlling  shareholder,  Condor  Gold Corp.  on August 19,  2003.  The
defendants  are former  shareholders  and  directors  of Condor  Gold Corp.  The
purpose of Condor's action was to claim damages for  negligence,  defamation and
breach of contract by the defendants. In a statement of defence and counterclaim
filed on or about November 20, 2003, the defendants  joined Dialex Minerals Inc.
as a defendant by counterclaim;  however, the counterclaim itself makes no claim
specifically against Dialex corporately.  In addition, the counter claim has not
been formally served on Dialex. It is management's opinion and that of its legal
counsel that the action is  frivolous,  vexatious and without merit and as such,
management has made no provision for it.


11.   Comparative Figures

Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform to the 2003 presentation of the financial statements.


                                      F-16