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                                  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, 2004
                                  -------------

[ ]  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 of                (IRS Employer Identification No.)
incorporation or organization)

                         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:  March  16,  2005  -  2,019,944
                                                 -------------------------------
<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)

     On  September  5, 2003,  Condor  Gold Corp.  an  Ontario  corporation  with
     securities  quoted on the "Pink Sheets," acquired control of the Company by
     acquiring a majority of the issued and outstanding shares of the Company.


     On  February  9,  2004 the  Company  acquired  all of the  shares of Condor
     Diamond Corp., an Ontario company  engaged in diamond  exploration.  Condor
     Diamond is a private  company  incorporated  in Ontario and a subsidiary of
     Condor Gold Corp.  which is a  principal  shareholder  of Dialex.  Diamond.
     Condor  Diamond  owns a majority  interest  in a total of 530 claims  units
     located in the James Bay Lowlands,  located in northern Ontario. The claims
     stretch Akimiski Island off the coast of Attawapiskat in James Bay westerly
     through to the  McFauld's  Lake  area.  As a result of  airborne  geophysic
     surveys,  Condor  Diamond  believes  that over 400  targets  merit  further
     detailed exploration.

     Operations

     The Company has change 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 AND 2004.

Although we had a net profit of $49,800 for the year ended December 31,2004, due
to write  downs of $50,552 in  Accounts  Payable  elimination  of a  provisional
liability of $350,000, the Company suffered operating losses in 2004 of $350,752
and had a negative  working capital of $596,553 and a net capital  deficiency of
$4,643,837  that raises doubt as to its ability to continue as a going concern .
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.
                                       3
<PAGE>

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.


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 March 16,  2005,  the Company  had  2,019,944  shares of its Common  Stock
issued and outstanding 1,678,890 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.

                                       4
<PAGE>

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
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,  2004,  reflect  an  accumulated  net  loss of  $4,643,837.  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.

                                       5
<PAGE>

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

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 2004 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 - 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

         Fiscal Year - 2004
         ---------------------
         First  Quarter             0.200   0.090
         Second  Quarter            0.150   0.025
         Third  Quarter             0.070   0.025
         Fourth  Quarter            0.050   0.025
         -------------------------------------------

As  of  March  16,  2005  Dialex  had  2,019,944  shares  of  its  common  stock
outstanding.  The number of  registered  holders of record of common  shares was
approximately 204.

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.
                                       6
<PAGE>

Recent Sales of Unregistered Securities

During  the  fiscal  year  ended  December  31,  2004,   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 acquired a majority  interest
in a total of 530 claims  units  located in the James Bay  Lowlands,  located in
northern  Ontario.   The  claims  stretch  Akimiski  Island  off  the  coast  of
Attawapiskat  in James Bay westerly  through to the  McFauld's  Lake area.  As a
result of airborne geophysic surveys, the Company believes that over 400 targets
merit further detailed exploration.

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, 2004 and December 31, 2003

         Revenue for both years ended  December 31, 2004 and 2003 was $ Nil. The
Company has been evaluating and acquiring properties for exploration and as such
is not generating revenues.

Operating  expenses  increased from $337,641 in the fiscal year 2003 to $350,752
in the current fiscal year.  This increase was due primarily to the  acquisition
of Condor Diamond Corp.  During the current fiscal year ended December 31, 2004,
the Company recorded a Comprehensive  Income before taxes of $59,642 mainly as a
result of write down of trade payables of $50,552 and write down of provision of
$350,000.  This compares to a prior year's  Comprehensive Income before taxes of
$553,716  which is mainly as a result of  forgiveness  of related  party debt of
$891,357.  The  Company  had a  negative  working  capital  in 2004 of  $596,553
compared to a negative $808,831 in 2003 and a net capital  deficiency in 2004 of
$4,643,837 compared to a deficiency of $4,693,637 for 2003.

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

NONE

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.
                                       8
<PAGE>

                                    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           60          Chairman and Chief Executive Officer
Dr. Wallace Stonehouse      58          Director
Stephen Stewart             26          Director
Kirk Boyd                   55          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.

Alexander  Stewart,  age 60, the Chairman and Chief Executive  Officer of Condor
has been the  president  of the RTO  Zarex  Group.  for the past 10 years  and a
corporate  lawyer for over 35 years.  Mr.  Stewart has been  Chairman  and Chief
Executive  Officer  of Condor  Gold  Corp.  2002 . Cordor  Gold is  involved  in
resource exploration

Dr. Wallace  Stonehouse,  age 58, 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 26, has been the Vice President of the RTO Zarex Group., a
Toronto-based  merchant bank since 2000. RTO Zarex Group  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 53 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 55 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 the RTO Zarex Group as Director and Vice President

                                       9
<PAGE>

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.


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
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
                                                           Other                       Securities
Name and                                                   Annual        Restricted    Underlying                    All Other
Principal                                                  Compensation  Stock Awards  Options/       LTIP (3)       Compen-sation
Position                  Year    Salary     Bonus                                     SARs(2)        Payouts
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
<S>                       <C>     <C>        <C>           <C>           <C>           <C>            <C>            <C>
Alexander Stewart         2004    $     0    $     0       $ 120,000(1)  $     0       $     0        $     0        $     0
Chairman and CEO(4) (5)   2003    $     0    $     0       $  40,000(1)  $     0       $     0        $     0        $   75,758(1)

------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
Wallace Stonehouse        2004    $    0     $    0        $    30,000   $    0        $    0         $    0         $    0
Director(4)               2003    $    0     $    0        $    40,000   $    0        $    0         $    0         $  29,924
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
Kirk Boyd                 2004    $    0     $    0        $    69,000   $    0        $    0         $    0         $    0
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
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
John Salowski             2003    $    0     $    0        $        0    $    0        $    0         $    0         $    0
Former President(6)       2002    $ 14,800   $    0        $        0    $    0        $    0         $    0         $    0
------------------------- ------- ---------- ------------- ------------- ------------- -------------- -------------- --------------
</TABLE>

Note:

(1)  Consulting  fees paid to the RTO Zarex  Group.,  a  company  controlled  by
Alexander Stewart

                                       10
<PAGE>

(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

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,  2004,  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, 2004.

Director and Officer Indemnification and Limitations on Liability

OPTION GRANTS IN FISCAL YEAR 2004

         Dialex  granted  3,500,000  options to its  officers  or  directors  to
purchase  shares of our common stock  during the fiscal year ended  December 31,
2004:

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.

                                       11
<PAGE>

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 March 15, 2005.  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.

                                    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                            97,954               4.8%
Director
3315 Crompton Cres
Mississauga, ON L5B 4C8

Dr. Wallace Stonehouse                       70,681               3.5%
Director
54 Davenport Road
Toronto, ON  M5R 1J2

Kirk Boyd                                    36,629               1.8%
Director
188 Romain Cres
Oakville, ON L6h 5A4

Neil Novak                                    4,863               0.2%
Director
138 Cranston Ave
Cambridge, ON  N1T 1J7

Condor Gold Corp                          1,475,227              73.0%
Toronto, Ontario M5C 1N7


All  officers  and  directors
as  a  Group (4   persons)                  210,127              10.5%




ITEM  12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                       12
<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.

                                       13
<PAGE>

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

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

On March  12th  2004 the  Company  filed a  Current  Report on Form 8-K with the
Commission  disclosing the acquisition of all the  outstanding  shares of Condor
Diamond Corp.

ITEM  14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our SF Partnerships LLP, our
principal accountants during the fiscal years ended December 31, 2003 and
December 31, 2004 for:.


                                    December 31, 2004         December 31, 2003
                                    ------------------------  ------------------
(i)Audit Fees                       $      16,653             $    13,600
(ii)Audit Related Fees              $        0                $      0
(iii)Tax Fees                       $        0                $      0
(iv)All Other Fees                  $        0                $      0

Audit  Fees.  The  aggregate  fees  billed  by our  principal  accountants,  for
professional  services rendered for the audit of our annual financial statements
for the last two fiscal  years and for the reviews of the  financial  statements
included  in our  Quarterly  Reports on Form  10-QSB  during the last two fiscal
years.

Audit-Related  Fees.  We did not engage  our  principal  accountants  to provide
assurance or related services during the last two fiscal years.

Tax Fees.  The  aggregate  fees  billed  by our  principal  accountants  for tax
compliance,  tax advice and tax planning services rendered to us during the last
two fiscal years

All Other Fees. We did not engage our principal  accountants to render  services
to us during the last two fiscal years, other than as reported above.

Pre-Approval  Policies  and  Procedures.  Our  Board of  Directors  has the sole
authority to appoint or replace our independent  auditor.  Our Board is directly
responsible  for the  compensation  and oversight of the work of our independent
auditor  (including  resolution  of  disagreements  between  management  and the
independent auditor regarding financial  reporting) for the purpose of preparing
or issuing an audit report or related work. Our  independent  auditor is engaged
by, and reports directly to, our Board.

Our Board  pre-approves all auditing services and permitted  non-audit  services
(including the fees and terms thereof) to be performed for us by our independent
auditor,  subject to the de minimis  exceptions for non-audit services described
in Section  10A(i)(1)(B)  of the Exchange  Act, all of which are approved by our
Board prior to the completion of the audit. In the event  pre-approval  for such
auditing  services  and  permitted  non-audit  services  cannot be obtained as a
result of inherent  time  constraints  in the matter for which such services are
required,  the Chairman of our Board may  pre-approve  such  services,  and will
report for  ratification  such  pre-approval  to our Board at its next scheduled
meeting.
                                       14
<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 March 21st, 2005            /s/ Alexander G. Stewart
                                 ---------------------------------
                                 (Signature) Alexander G. Stewart
                                 Chief Executive Officer




Date March 21st, 2005            /s/ L. Kirk Boyd
                                 ---------------------------------
                                 (Signature) L. Kirk Boyd
                                 Chief Financial Officer



                                       15

                              DIALEX MINERALS INC.
                           (FORMERLY VHS NETWORK INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003






                                    CONTENTS

Independent Auditors' Report                                            F-1

Consolidated Balance Sheets                                             F-2

Consolidated Statements of Changes in Stockholders' Equity              F-3

Consolidated Statements of Operations and Comprehensive Income          F-4

Consolidated Statements of Cash Flows                                   F-5

Notes to Consolidated Financial Statements                      F-6 -  F-17


<PAGE>







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders of
Dialex Minerals Inc.

     We have  audited the  accompanying  consolidated  balance  sheets of Dialex
Minerals Inc., as at December 31, 2004 and 2003 and the consolidated  statements
of changes in stockholders' equity, operations and comprehensive income and cash
flows for the year then ended. These consolidated  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 the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform an 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  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
audits provide 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,  2004 and the  results of its  operations,
changes in its  stockholders'  deficiency  and its cash flows for the years then
ended in conformity with U.S. 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 2 to the
financial  statements,  the Company  experienced  operating  losses,  has raised
minimal  capital and has no long-term  contracts  related to its business plans.
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 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



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

Toronto, Canada
March 16, 2005



                                      F-1
<PAGE>



DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Balance Sheets
December 31, 2004 and 2003



                                                        2004            2003
                                                     -----------    ------------
                                     ASSETS
Properties
                                                     $ 1,364,002    $      --
                                                     ===========    ===========


                                   LIABILITIES

Current
    Accounts payable and accrued charges             $   381,827    $   450,564
    Advances from shareholder (note 3)                    16,189          8,267
    Advances from related company (note 7)               198,537           --
    Reserve for loss contingencies (note 4)                 --          350,000
                                                     -----------    -----------


                                                         596,553        808,831
                                                     -----------    -----------


                              STOCKHOLDERS' EQUITY

Capital Stock (note 5)                                    78,048         37,344

Additional Paid-In Capital                             5,323,396      3,847,462

Accumulated Other Comprehensive Income                     9,842           --

Accumulated Deficit                                   (4,643,837)    (4,693,637)
                                                     -----------    -----------


                                                         767,449       (808,831)
                                                     -----------    -----------


                                                       1,364,002    $      --
                                                     ===========    ===========


APPROVED ON BEHALF OF THE BOARD

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


                  (The accompanying notes are an integral part
                  of these consolidated financial statements)


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Changes in Stockholders' Equity
Years Ended December 31, 2004 and 2003

                                                                       Accumulated
                                              Common        Additional    Other                       Total
                                               Stock         Paid-In   Comprehensive Accumulated   Stockholders'
                                  Shares      Par Value      Capital      Income      Deficit         Equity
                              -----------    -----------   -----------   --------   ------------    -----------


<S>                             <C>          <C>           <C>           <C>        <C>            <C>
Deficit - December 31, 2002     1,697,512    $    37,344   $ 3,847,462   $   --     $(5,247,353)   $(1,362,547)

Share Consolidation            (1,527,761)          --            --         --            --             --

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


Deficit - December 31, 2003       169,751    $    37,344   $ 3,847,462   $   --     $(4,693,637)   $  (808,831)
                              ===========    ===========   ===========   ========   ===========    ===========





Deficit - December 31, 2003       169,751    $    37,344   $ 3,847,462   $   --     $(4,693,637)   $  (808,831)

Acquisition of Condor
   Diamond                      1,545,454         34,000       953,143       --            --          987,143

Issuance of shares
   for property                    20,455            450        45,704       --            --           46,154

Issuance of shares
   for services                   272,920          6,004       452,337       --            --          458,341

Issuance of shares
   for services                    11,364            250        24,750       --            --           25,000

Foreign exchange on
   translation                       --             --            --        9,842          --            9,842

 Net earnings                        --             --            --         --          49,800         49,800
                              -----------    -----------   -----------   --------   -----------    -----------


Deficit - December 31, 2004     2,019,944    $    78,048   $ 5,323,396   $  9,842   $(4,643,837)   $   767,449
                              ===========    ===========   ===========   ========   ===========    ===========
</TABLE>



                  (The accompanying notes are an integral part
                  of these consolidated financial statements)


                                      F-3
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Operations and Comprehensive Income
Years Ended December 31, 2004 and 2003


                                                      2004          2003
                                                  -----------    -----------
Expenses
    General and administrative                    $   350,752    $   337,641
    Forgiveness of debt                               (50,552)      (891,357)
    Reversal of reserve for loss contingencies       (350,000)          --
                                                  -----------    -----------

                                                      (49,800)      (553,716)
                                                  -----------    -----------


Net Earnings from Operations                           49,800        553,716

    Foreign currency translation adjustment             9,842           --
                                                  -----------    -----------


Comprehensive Income                              $    59,642    $   553,716
                                                  ===========    ===========


Basic Earnings Per Share                          $      0.03    $      3.26
                                                  ===========    ===========


Basic Weighted Average Number of Shares             1,674,491        169,751
                                                  ===========    ===========


Fully Diluted Earnings Per Share                  $      0.02    $      2.71
                                                  ===========    ===========


Fully Diluted Weighted Average Number of Shares     2,224,490        203,843
                                                  ===========    ===========



                  (The accompanying notes are an integral part
                  of these consolidated financial statements)


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Consolidated Statements of Cash Flows
Years Ended December 31, 2004 and 2003
                                                                   2004            2003
                                                                -----------    -----------
<S>                                                             <C>            <C>
Cash Flows from Operating Activities
    Net earnings                                                $    49,800    $   553,716
    Adjustments to reconcile net loss
      to net cash used in operating activities:
       Expired exploration options                                   46,154           --
       Forgiveness of debt                                          (50,552)      (891,357)
       Reversal of reserve for loss contingencies                  (350,000)          --
       Issuance of common stock for services                        529,495           --
       Issuance of common stock for acquisition of subsidiary       987,143           --
       Accounts payable and accrued charges                         (67,296)       329,488
                                                                -----------    -----------

                                                                  1,144,744         (8,153)
                                                                -----------    -----------
Cash Flows from Investing Activities
    Proceeds on sale of investments                                    --                2
    Acquisition of property                                      (1,364,002)          --
                                                                -----------    -----------

                                                                 (1,364,002)             2
                                                                -----------    -----------
Cash Flows from Financing Activities
    Proceeds of advances from shareholders                            7,922          8,267
    Bank indebtedness, net                                             --             (116)
    Proceeds of advances from related company                       198,537           --
                                                                -----------    -----------

                                                                    206,459          8,151
                                                                -----------    -----------

Net Decrease in Cash                                                (12,799)          --

Foreign Exchange on Cash balances                                    12,799           --

Cash - beginning of year                                               --             --
                                                                -----------    -----------

Cash - end of year                                              $      --      $      --
                                                               ===========    ===========
</TABLE>

                  (The accompanying notes are an integral part
                  of these consolidated financial statements)

                                      F-5
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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-6
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


1.   Nature of Business (cont'd)

     On  September  5, 2003,  Condor  Gold Corp.  an  Ontario  corporation  with
     securities  quoted on the "Pink Sheets," acquired control of the Company by
     acquiring a majority of the issued and outstanding shares of the Company.

     On February 9, 2004 the Company acquired the remaining  outstanding  common
     shares of Condor  Diamond  Corp.from  it's parent company Condor Gold Corp.
     for a total consideration of $987,143 representing  1,545,454 common shares
     of Dialex  Minerals  Inc. The Company is  accounting  for this  acquisition
     using the purchase method of accounting.  The excess of purchase price over
     the net assets acquired were attributed to the properties of Condor Diamond
     Corp.  Condor  Diamond  Corp.  is a company  incorporated  in Ontario and a
     subsidiary of Condor Gold Corp. which is a principal  shareholder of Dialex
     Diamond.  Condor Diamond Corp.  owns a majority  interest in a total of 530
     claim units located in the James Bay Lowlands, located in northern Ontario.
     The claims stretch  Akimiski  Island off the coast of Attawapiskat in James
     Bay westerly  through to the  McFauld's  Lake area. As a result of airborne
     geophysic  surveys,  Condor  Diamond  believes  that over 400 targets merit
     further detailed exploration.

     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 2004 of $350,752 (2003 -
          $337,641) and has a negative working capital in 2004 of $596,553 (2003
          - $808,831) and a net capital deficiency in 2004 of $4,643,837 (2003 -
          $4,693,637) that raises doubt as to its ability to continue as a going
          concern.  Subsequent  to the  year  end (as  disclosed  in note 9) the
          Company  changed it's name and approved a reverse split of it's common
          stock  on a 1 for 22  basis  for the  purpose  of  recapitalizing  the
          Company for a potential business transaction.

                                      F-7
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

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

      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)  Principles of Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company, and its subsidiary Condor Diamond Corp. 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.

      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,  2004 and 2003,  the  carrying  amounts of  accounts  payable  and
          accrued  charges,  advances from shareholder and advances from related
          company approximate their fair values due to the short-term maturities
          of these instruments.

                                      F-8
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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

      f)  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

      g)  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'  deficiency 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.

                                      F-9
<PAGE>


DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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

      h)  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.

      i)  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.

      j)  Net Earnings per Common Share

          The Company  calculates  net earnings per share based on SFAS No. 128,
          "Earnings Per Share". Basic earnings per share is computed by dividing
          net loss  attributable to common  stockholders by the weighted average
          number of common shares outstanding.  Fully diluted earnings 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.  k)
          Properties

          Property acquisition costs are capitalized until the property to which
          they relate is placed into production,  sold,  abandoned or management
          determines  that there has been an impairment in value. As at December
          31, 2004,  there has not been any production at any of the properties.
          Exploration expenditures are expensed as incurred.

                                     F-10
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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

      l)  New Accounting Pronouncements

          In January 2003,  the Financial  Accounting  Standards  Board ("FASB")
          issued FASB  Interpretation No. 46 "Consolidation of Variable Interest
          Entities", an interpretation of ARB No. 51 ("FIN 46"). The FASB issued
          a revised FIN 46 in December 2003 which modifies and clarifies various
          aspects of the original  interpretations.  A Variable  Interest Entity
          ("VIE")  is  created  when (i) the  equity  investment  at risk is not
          sufficient  to permit  the entity to finance  its  activities  without
          additional  subordinated  financial support from other parties or (ii)
          equity  holders  either (a) lack  direct or  indirect  ability to make
          decisions  about the entity,  (b) are not obligated to absorb expected
          losses of the entity or (c) do not have the right to receive  expected
          residual  returns of the entity if they occur.  If an entity is deemed
          to be a VIE, pursuant to FIN 46, an enterprise that absorbs a majority
          of  the  expected   losses  of  the  VIE  is  considered  the  primary
          beneficiary  and must  consolidate  the VIE. For VIEs  created  before
          January 31, 2003,  FIN 46 was deferred to the end of the first interim
          or annual period  ending after March 15, 2004.  The adoption of FIN 46
          did not have a material impact on the financial position or results of
          operations of the Company.

          In May 2003,  the FASB issued SFAS No.  150,  "Accounting  for Certain
          Financial  Instruments  With  Characteristics  of Both Liabilities and
          Equity",  which  requires  issuers  to  classify  as  liabilities  the
          following  three  types of  freestanding  financial  instruments:  (1)
          mandatory  redeemable  financial   instruments,   (2)  obligations  to
          repurchase the issuer's equity shares by transferring  assets; and (3)
          certain  obligations to issue a variable number of shares. The Company
          adopted  SFAS No.  150 for the year  ended  September  30,  2003.  The
          adoption  of SFAS  No.  150  did not  have a  material  impact  on the
          financial position or results of operations of the Company.

          In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No.
          104,  "Revenue   Recognition"   which  supersedes  SAB  101,  "Revenue
          Recognition in Financial  Statements." SAB 104's primary purpose is to
          rescind  the  accounting  guidance  contained  in SAB 101  related  to
          multiple element revenue  arrangements,  superseded as a result of the
          issuance of EITF 00-21.  The Company adopted the provisions of SAB No.
          104 for the year ended September 30, 2004. The adoption of SFAS No.104
          did not have a material impact on the financial position or results of
          operations of the Company.

                                     F-11
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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

      l)  New Accounting Pronouncements (cont'd)

          In December 2003, a revision of SFAS No. 132, "Employers'  Disclosures
          about Pensions and Other Postretirement Benefits" was issued, revising
          disclosures  about pension plans and other post  retirements  benefits
          plans  and  requiring   additional   disclosures   about  the  assets,
          obligations,  cash flows,  and net  periodic  benefit  cost of defined
          benefit pension plans and other defined benefit  postretirement plans.
          The  revision  of SFAS No. 132 did not have a  material  impact on the
          Company's financial statements.

          In March 2004,  the FASB issued an  exposure  draft of a new  standard
          entitled  "Share  Based  Payment,"  which  would  amend SFAS No.  123,
          "Accounting for Stock Based Compensation," and SFAS No. 95, "Statement
          of Cash Flows".  Among other items, the new standard would require the
          expensing, in the financial statements, of stock options issued by the
          Company. The new standard, as proposed, would be effective for periods
          beginning  after June 15,  2005.  The adoption of SFAS 123 and SFAS 95
          are not expected to have a material  impact on the financial  position
          or results of operations of the Company.

          In  December  2004,  the  FASB  issued  SFAS  No.  123R,  "Share-Based
          Payment". SFAS No. 123R is a revision of SFAS No. 123, "Accounting for
          Stock Based  Compensation",  and supersedes APB 25. Among other items,
          SFAS 123R  eliminates the use of APB 25 and the intrinsic value method
          of  accounting,  and  requires  companies  to  recognize  the  cost of
          employee   services   received  in  exchange   for  awards  of  equity
          instruments,  based on the grant date fair value of those  awards,  in
          the financial statements. The effective date of SFAS 123R is the first
          reporting period beginning after June 15, 2005, which is third quarter
          2005 for calendar year companies,  although early adoption is allowed.
          SFAS 123R permits  companies to adopt its requirements  using either a
          "modified  prospective" method, or a "modified  retrospective" method.
          Under  the  "modified   prospective"  method,   compensation  cost  is
          recognized in the financial  statements  beginning  with the effective
          date,  based on the  requirements  of SFAS  123R  for all  share-based
          payments  granted after that date,  and based on the  requirements  of
          SFAS 123 for all unvested  awards  granted prior to the effective date
          of  SFAS  123R.  Under  the  "modified   retrospective"   method,  the
          requirements are the same as under the "modified  prospective" method,
          but also permits entities to restate financial  statements of previous
          periods based on proforma  disclosures  made in  accordance  with SFAS
          123.

                                     F-12
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


3.   Advances from Shareholder
                                                   2004              2003

     Condor Gold Corp.                         $  16,189           $   8,267
                                               ===========         ===========


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


4.   Reserve for Loss Contingencies

     The Company had recorded a $350,000 liability for loss contingencies  prior
     to 1999. 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 has lead to an
     investigation  by the IRS and the  Department  of Justice.  The Company has
     contacted  the  IRS  for   information  and  has  no  indication  that  the
     investigation  concerns the Company directly. The IRS has further confirmed
     that the  company is not  indebted  to it. The  Department  of Justice  has
     confirmed  that  its  investigation  is  concluded  with  no  action  taken
     affecting the Company.  The Company has now determined that the reserve can
     be eliminated.


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

                                                              2004       2003
        Issued
               2,019,944  Common shares (2003 - 169,751)    $ 78,048   $ 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.

     Subsequent to the year end (refer to note 9) the company approved a reverse
     split of the Company's  Common stock on a 1 for 22 basis for the purpose of
     recapitalizing  the  company.  As a result,  the company has  retroactively
     restated its capital stock as at December 31, 2002 to reflect this change.

                                     F-13
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

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:

                                              2004          2003
                                           -----------  -----------
      Net Earnings
  As reported                              $   49,800   $   553,716
  Pro forma                                    49,800       553,716

Basic Earnings per common share:
  As reported                                    0.03          3.26
  Pro forma                                      0.03          3.26

Fully Diluted Earnings per common share:
  As reported                                    0.02          2.71
  Pro forma                                      0.02          2.71


                                     F-14
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


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     Price/         Options       Price/
                                                   2004     Option            2003       Option
                                               ---------    -------       ---------      -------
<S>                                            <C>          <C>           <C>            <C>
      Balance at beginning of year             1,000,000    $  0.10       3,500,000      $ 0.22

      Granted                                  3,500,000       0.10       1,000,000        0.10

      Forfeited/cancelled/expired                   --          --        3,500,000        0.22

      Outstanding at year end                  4,500,000       0.10       1,000,000        0.10

      Options exercisable at year end          4,500,000       0.10       1,000,000        0.10
</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.

     On March 5, 2004 the Company  granted  3,500,000 of options to the board of
     directors and certain  senior  management at an exercise  price of $.10 per
     share for a period of five years.

     All options issued and outstanding as at March 16, 2005 have been forfeited
     and  cancelled  due to the change in control  and  recapitalization  of the
     company as described in note 9.

                                     F-15
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003


7.    Related Party Transactions

      The company had the following transactions with related companies and
individuals:

                                                        2004       2003
                                                      --------   --------
      General and Administrative Expenses

        Management and administrative fees -
    paid to directors and management of the Company   $258,600   $231,076

At the end of the year, the advances
    from related entities are as follows:

  Included in Accounts Payable - due to directors
    and management of the Company and to a company
    controlled by a director of the company            193,114    254,197

  Advances from shareholder                             16,189      8,267

  Advances from company under common control           198,537       --

     These transactions were in the normal course of business and recorded at an
     exchange value established and agreed upon by the above mentioned parties.

     In 2003 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.  In 2004 the Company decided to reverse certain old
     outstanding  payables  which had been set up as  accruals  relating  to old
     subsidiaries  of the  Company  which  had been  divested  or were set up as
     accruals for anticipated expenses that never actually occured in respect of
     such subsidiaries.


8.   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 counterclaim 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. As at March 16, 2005 no further  action has
     transpired.

                                     F-16
<PAGE>

DIALEX MINERALS INC.
(FORMERLY VHS NETWORK INC.)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

9.   Subsequent Event

     On March 16, 2005, through a share purchase from certain shareholders there
     was a change in controlling  shareholders.  The Company changed its name to
     Reliant  Home  Warranty  Corporation  and  approved a reverse  split of the
     Company's   common   stock  on  a  1  for  22  basis  for  the  purpose  of
     recapitalizing   the  Company  for  a   potential   business   transaction.
     Contemporaneously  with  the  acquisition  of  control  the  then  board of
     directors  resigned  and  options  previously  issued  were  forfeited  and
     cancelled.

                                     F-17