U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                              Washington,  DC  20549

                                   FORM  10-KSB

[X]  Annual  report  pursuant  to  section  13  or  15(d)  of  the  Securities
     Exchange  Act  of  1934

     for  the  fiscal  year  ended  December  31,  2001,  or

[ ]  Transition  report  pursuant  to  section  13  or  15(d) of the Securities
     Exchange  act  of  1934

     for  the  transition  period  from  to

                         Commission  File  No.  000-1108028

                                VHS  NETWORK,  INC.
    (Exact  name  of  small  business  issuer  as  specified  in  its  charter)

               Florida                               65-065668
    -------------------------------        ----------------------------
   (State  or  other  jurisdiction  of        (IRS  Employer Identification No.)
    incorporation  or  organization)

                           5170  Dixie  Road,  Suite  301
                        Mississauga,  Ontario,  Canada  L4W  1E3
                               TEL:  (905)  238-9398
                               FAX:  (905)  238-9119

Securities  registered  under  Section  12(b)  of  the  Act:  None

Securities  registered  under  Section  12(g)  of  the  Act:
 common  stock,  $.001  par  value.

     Indicate by check mark whether  the  registrant  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such  shorter  period as the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]     No  [  ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of the Regulation S-B is not contained in this form, and no disclosure will
be  contained,  to  the  best  of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

     Issuer  had  revenues of $ 163,537 for its most recent fiscal year.

     The  aggregate market value of the voting and non-voting common equity (the
only  such  common  equity  being  Common  Stock,  $.001  par  value)  held  by
non-affiliates  of  the  registrant  (computed  by reference to the closing sale
price  of  the  Common  Stock  on April 15, 2002)  is  $753,013.

     The  number  of  shares outstanding of the registrant's Common Stock, $.001
par  value  is 25,330,268  (as  of April 15, 2002).

Documents  incorporated  by  reference:  None.

<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

Corporate  History

Incorporation

VHS Network, Inc. ("VHSN"), a Florida corporation,  was incorporated on December
18,  1995,  under  the  name  Ronden  Vending  Corp.

Acquisition  of  Video  Home  Shopping,  Inc.

On December  24,  1996 and January 9, 1997,  VHSN (then  called  Ronden  Vending
Corp.)  completed a two step merger transaction that resulted in the acquisition
of Video Home Shopping, Inc. (a Tennessee corporation).  At the time, 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. It was intended that video home shopping be the principal  focus of VHSN's
business however after the completion of the merger VHSN decided not to continue
with  the  business operations of Video Home Shopping, Inc. and became inactive.

Name  Change

On  January  9, 1997, the we filed a certificate of amendment to our certificate
of  incorporation  to change the company's name from Ronden Vending Corp. to VHS
Network,  Inc.

Acquisition  of  VHS  Network  Inc.

     On  April  9,  1997,  the principals of VHSN incorporated a Florida company
named  VHS  Acquisition,  Inc.  as a wholly-owned subsidiary of VHSN.  In April,
1997,  VHSN  completed  a  transaction  that resulted in the acquisition of, VHS
Network  Inc., (a Manitoba, Canada private corporation). The sole shareholder of
VHS  Network  Inc.  (the  Manitoba  corporation)  was Groupmark Canada   Limited
("Groupmark").    Groupmark   received   400,000   (8,000,000  pre-combination)
common  shares  of VHSN  and a  secured  promissory  note  for $500,000 and thus
became  the  controlling shareholder of VHSN. As a result of the transaction all
the directors of VHSN,  except Thomas Roberts resigned and Elwin D. Cathcart and
David  Smelsky  were  appointed  directors  of  VHSN.

Acquisition  of  China  eMall

     On  April  12,  2000,  VHSN  acquired all the issued and outstanding common
shares  of  common  stock of China eMall Corporation ("China eMal"),  an Ontario
private  company. China  eMall is an  emerging  business-to-business  e-commerce
internet  company.  VHSN  acquired  all  of  the issued and  outstanding  common
shares  of  China  eMall  Corporation  pursuant  to a share  exchange  agreement
made  between  VHSN,  China  eMall  Corporation,  Uphill  Capital  Inc.,  GDCT
Investment Inc., Gang Chai, Qin Lu Chai, Qing Wang, Tai Xue Shi,  Charles He and
Forte Management Corp. (the "Share Exchange  Agreement").  All the  shareholders
of  China  eMall  who  are  individuals  (the  "Individual  Vendors")  received
class B shares ("Class B Shares") of China eMall that are  exchangeable on a one
for  one  basis  for  common  shares  of  VHSN  for no additional consideration.

     In  total,  VHSN  issued  2,100,000  common  shares  upon  closing  and has
reserved  4,015,000  shares of its common stock for  issuance  when the  Class B
Shares  are  exchanged  into  common  shares of VHSN. The holders of the Class B
Shares  can  exchange  any or all of their Class B Shares into common  shares of
VHSN  at  any  time,  however,  if  any  Class  B  Shares  remain  issued  and
outstanding after the expiration of the earlier of (a) three years from the date
on which a Form SB-2 or similar  filing has been filed with the SEC with respect
to the common  shares of VHSN and the SEC has  reached a position  of no further
comment,  and (b) five years after which such  Exchangeable  Shares were issued,
then China eMall may redeem the Class B Shares on payment of one common share of
VHSN  for  each  Class  B  Share.
<PAGE>
Acquisition  of  Exodus

     Pursuant  to an  Agreement  and Plan of  Reorganization  dated  May 6, 2000
VHSN  acquired  all  the  outstanding  shares  of  common  stock  of  Exodus
Acquisition Corporation, a California corporation,  from the shareholder thereof
in exchange for an aggregate of 500,000 shares of common stock of VHSN. The sole
shareholder  of Exodus was BAC Consulting Corporation ("BAC Consulting").  There
was  no  prior  relationship   between  VHSN  and  BAC  Consulting  or  the
principals  of  BAC  Consulting.  As  a  result,  Exodus  became  a wholly-owned
subsidiary  of  VHSN.  The  acquisition  was  intended  to  qualify  as  a
reorganization  within  the  meaning  of Section 368 (a) (1) (B) of the Internal
Revenue  Code  of  1986,  as  amended.  Upon  effectiveness  of the acquisition,
pursuant  to  Rule  12g-3(a)  of  the  General  Rules  and  Regulations  of  the
Securities  and  Exchange  Commission,  VHSN  would  have become  the  successor
issuer  to  Exodus  for  reporting  purposes  under  the  Securities  and
Exchange  Act of 1934 (the  "Act").  Exodus has had no operating history nor any
revenues  or  earnings  from  operations  and  it  has  no significant assets or
financial  resources.

Branson  Holdings,  Inc.

     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. The Agreement provides
that  all  the  shareholders  of  Branson  shall exchange all of the outstanding
shares  of common stock of Branson, constituting a total of 10,072 shares, for a
total  of  10,072,000 common shares of VHSN and Branson shall thereafter operate
as a wholly-owned subsidiary of VHSN. One of the conditions precedent to closing
is  that  the  board  of  directors  of  VHSN, must prior to the issuance of the
10,072,000  common shares, authorize and effect a reverse stock split of 20 to 1
of  the  Company's total issued and outstanding shares to bring the total issued
and  outstanding  shares of VHSN equal to 978,013 from 19,560,268. On completion
of  the  transaction and after giving effect to the issuance of 10,072,000 there
would  be  11,050,013  common shares of VHSN outstanding on a non-diluted basis.
The  Agreement  further  provides that on closing the board of directors of VHSN
will  be  reduced  to  3 and 2 nominees of Branson will be added to make a total
number  of  directors  of  5. On July 26, 2001 VHSN  terminated its agreement
with  Branson  and  no  shares  were  issued by VHSN as part of the transaction.

Acquisition  of  TrueNet  Enterpise,  Inc.

     On  December 1, 2001 VHSN acquired all of the issued and outstanding shares
of  TrueNET  Enterprise,  Inc.  (300  shares of common stock) in exchange for an
aggregate of 3,200,000 shares of the common stock of VHSN. VHS Network purchased
from  the  selling  stockholders  of  Truenet  (John Salowski, Jeff McMillan and
Regional  Hose and Equipment Ltd.) the outstanding share sof Truenet in exchange
for  (i)  3,000,000  shares  of  VHSN,  (ii)  200,000  shares of VHSN payable to
Regional  Hose  in exchange for the relase by Regional Hose of debt out to it by
Truent  and  (iii)  the  right to purchase 2,274,000 shares of common stock from
Groupmark  Canada  Limited (at various purchase prices ranging from $.04 to $.40
per  share)  which is a shareholder of VHSN and is controlled by Elwin Cathcart,
VHSN's  Chief  Executive  Officer.  Pusuant  to  the terms of the agreement John
Salowski  and  Jeff  R. Mcmillan are to be President and Chief Operating Officer
respectively  of  VHSN at annual compensation off $85,000 (Salowski) and $75,000
(McMillan).

     The principles of TrueNET Enterprise Inc. were arms length sellers and have
had no previous relationship with VHSN. its principles or any of its affiliates.
TrueNET  Enterprise,  Inc.  has  developed a management software product for the
wholesale  distribution  business  which is unique and proprietory to them. This
business  will  be  carried  on  as  a  wholly  owned  subsidiary  of  VHSN.

Business  of  Issuer

     Over the last two years VHSN has positioned itself to identify technologies
and market opportunities in the United States, Canada and abroad in Internet and
interactive  media  electronic  commerce  and  smartCARD  loyalty  marketing.
<PAGE>
China  eMall  Business

     China eMall was incorporated on February 5, 1999 and was established by Dr.
Gang  Chai,  and  two  partners, Dr. Charles He, a computer expert, and Ms. Qing
Wang  a  veteran  Chinese businesswoman. Through our subsidiary, China eMall, we
serve  as  an  e-commerce company that intends to provide Internet marketing and
information services to facilitate trade between Chinese and western businesses.
China  eMall's  primary  focus is to establish an on-line presence to facilitate
the  export  of  Chinese  products  and services to western consumers. In August
1999,  China eMall signed an initial supply agreement with Wangfujing Department
Store  Ltd. of China and supplied personnel to assist in product photo-sampling,
scanning  and  data  inputting, and an upgraded version of China eMall's website
was  built.

     Pursuant  to  the  terms  of  the  purchase  and sale agreement between VHS
Network  Inc.  and  China  eMall,  it  was  required that the Ontario Securities
Commission approve the exchange of shares between the parties. Such approval was
required  due to the fact that China-eMall was a private Ontario Company and VHS
Networks  Inc.  was  a non-reporting  issuer  in  Ontario. The OSC approved such
exchange  on  January  25,  2002.  The  shares  of  VHSN  due under the exchange
agreement  have  not been issued as of the date of this Report, as the option to
exchange  is  at  discretion  of  the  individual  concerned.


Products  -  Manufactured  Goods

     China eMall will offer a complete spectrum of products that are  catalogued
and  organized  under  twenty  categories  that  appear  on the home page of our
Internet  Web  site  located  at  www.china-emall.com. Such product categorizes,
include,  agriculture;  apparel;  arts  and  crafts;  chemicals;  communication
devises;  transportation; construction and decoration items; electronics; energy
&  mineral resources; entertainment; food; health and medicine; home and garden;
industrial supplies; jewelry, clocks and watches; office supplies; pet supplies;
sport  supplies;  textiles;  silk; and toys. As of December 31, 2001 China eMall
has  sales  of $159,073.

Internet  Services

     China  eMall also  intends to offer a broad range of China  based  services
and  opportunities such as business information services, professional services,
travel,  immigration,  translation  and  other  services.

Business  Strategy

     China  eMall's management intends to establish an e-commerce center to link
China  with  western  business  markets  using  the  following  strategies:

o        Selecting  initial  products  from  brand  suppliers;
o        Outsourcing  exporting  duties to  suppliers  and  importing  duties to
         importing  agencies;
o        Building  up  a  marketing  and  sales  infrastructure;
o        Identifying  and  establishing  services  for  western  companies;  and
o        Marketing  China  eMall  as  a  brand e-commerce name in North America.
o        Using China eMall's web site as a host web site for Chinese businesses.

China  eMall  Competition

     The  business  of  China  eMall  Corporation  competes with the traditional
export  market  including  wholesalers  and  distributors  as well as with other
Internet  wholesalers  and  distributors.  This  industry  has  a  number  of
well-established  competitors  including  national, regional and local companies
within  and outside China possessing greater financial, marketing, personnel and
other resources than China eMall. There is no assurance that China eMall will be
able  to  market  or sell its products and services if faced with direct product
and  services competition from these larger and more established wholesalers and
distributors.

SmartCARD  Business

     VHSN  is  also  a  provider  of  computer  chip-based  plastic access cards
that utilize VHSN's proprietary  smartCARD  technology.  This technology enables
the cards to be used for  identification  purposes  and for debit or charge card
purposes.  VHSN intends to focus its marketing efforts on companies that wish to
distribute  these cards to their  customers  as a reward for their  loyalty.  An
example  of a loyalty  program  card is a  department  store  card used to store
information  about previous  purchases by the customer or the  customer's  name,
address,  birthday  or  other  personal  information.
<PAGE>
     Groupmark  Canada  Limited  ("Groupmark"),  a  wholly  owned corporation of
Elwin  D. Cathcart, owns the registered  trademark "smartCARD" in Canada and has
a  pending  trademark  application  with  the United States Patent and Trademark
Office.  Groupmark  Canada  has  granted  VHSN a  license  to use the  trademark
smartCARD  to  manufacture  and  market smartCARDS world-wide on a non-exclusive
basis  and to utilize the technology and other  know-how  related to  smartCARD,
until  January  1,  2010. The license agreement also grants the right to VHSN to
permit others to manufacture the smartCARD. Pursuant to the terms of the license
agreement  VHSN  will  pay to Groupmark a royalty of 5% of net sales of products
using  the  smartCARD  trademark  and  the  smartCARD  technology.

smartCARD  Competition

     There  are  several  companies who engineer, design and market applications
for  chip-based  cards,  with  greater financial, personnel, marketing and sales
resources than VHSN. Companies who design and market applications for chip based
cards  may  include,  but not be limited to, Gemplus, Schlumberge, Motorola, and
Toshiba.  Certain  of  the Company's competitors have substantially greater name
recognition  and  market  acceptance  of  their  products  and  technologies. In
addition,  certain of these competitors are already established in the chip card
market.  No  assurance  can  be  given  that  the Company's competitors will not
develop  new  technologies or enhancements to existing products or introduce new
products  that  will  offer  superior price or performance features. The Company
expects  its  competitors to offer new and existing products at prices necessary
to  gain  or  retain  market  share.

Suppliers

     VHSN's  success  as  a  marketer  of  e-commerce  products  depends  on its
ability  to  obtain  a reliable source of products and then locate retailers who
wish  to  purchase  these  products.  There  are  over  a  dozen  companies that
manufacture  the  chip that is used in smartCARDs and several companies that put
together  the chip and the plastic card to produce a smartCARD. VHSN believes it
can  obtain  smartCARDS from up to six different suppliers depending on the type
of  card  that  is  needed  by  a  prospective  customer.

Customers

     All  of  the  revenue  of  VHSN  for  the  fiscal  year  ended December 31,
2001  were from two customers.  77% of the Company's revenue came from The
Shopping  Channel,  Inc. and 14%  of the Company's revenue came from Canadian
Tire,  Inc.


Research  and  Development.

          For  the  fiscal  year  ended  December  31,  2001,  VHSN  spent
approximately  $53,000 on  research  and  development  of  its  smartCARD
technology.

Employees

     VHSN  employs  5  full  time individuals which are provided to VHSN through
the  management  services  agreement with Groupmark Canada Limited. See "Certain
Relationships  and  Related  Transactions".

Intellectual  Property  Rights

      The  Company  does  not have any trademark or patent right or applications
pending. The Company does maintain the rights to the following Internet Web site
addresses:  www.VHSN.net;  www.Trunet.net  and  www.Chinaemall.com.

<PAGE>
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  LOSSES  IN  THE  FISCAL  YEARS  ENDED  DECEMBER 31,2001.

     We  had  a  loss  of  $478,994  for the year ended December 31,,2001. 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.


THE  EVENTS  OF SEPTEMBER 11TH HAVE RESULTED IN INCREASED UNCERTAINTY REGARDING
THE  ECONOMIC  OUTLOOK.

     The  terrorist  attacks  on  September  11,  2001  have  resulted
in  increased  uncertainty regarding the economic outlook. It is not possible at
this  time  to  project  the  economic  impact  of  these  events, although past
experience  suggests there may be a loss in consumer and business confidence and
a  reduction  in  the rate of economic growth or an economic recession. With the
U.S.  economy  already  on the edge of recession before the attacks, any further
deterioration  in  either  the  U.S.  or international economies would adversely
affect  our  financial  condition  and  results  of  operations.

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  including  the  efforts of Elwin Cathcart, our Chief
Executive  officer,  as well as other of our management members. 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.
<PAGE>
OUR  BUSINESS MAY NOT BE ABLE TO CONTINUE TO OPERATE IF THE CONTINUED USE OF THE
INTERNET  DECLINES.

     Our  future  success depends on continued growth in the use of the Internet
because  we  primarily  use  Internet-based technology to create our business to
business  services.  If  businesses  do  not  consider  the  Internet  a  viable
commercial medium, our client base may not develop. The adoption of the Internet
for commerce and communications, particularly by those individuals and companies
that  have  historically  relied  upon  alternative  means  of  commerce  and
communication,  generally requires the understanding and acceptance of a new way
of conducting business and exchanging information. In addition, our business may
be  indirectly impacted if the number of users of the Internet does not increase
or  if  commerce over the Internet does not become more accepted and widespread.

CHANGES  IN  GOVERNMENT  REGULATION  COULD DECREASE OUR REVENUE AND INCREASE OUR
COSTS  CAUSING  OUR  REVENUES,  IF  ANY,  TO  DECLINE.

     The  laws  governing  the  Internet remain largely unsettled, even in areas
where  there  has  been  some legislative action. It may take years to determine
whether  and  how  existing  laws such as those governing intellectual property,
data  protection,  libel  and  taxation  apply  to  the  Internet  and  Internet
advertising.  Any  legislation  enacted  or  regulation  issued could dampen the
growth  and  acceptance of the digital marketing industry. Our business, results
of operations and financial condition could be materially and adversely affected
by the adoption or modification of laws or regulations relating to our business.

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, 2002, the Company had 25,330,268 shares of its Common Stock
issued  and  outstanding 16,948,594 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

<PAGE>
         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, 2001, reflect an accumulated net loss of $478,994. 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

     VHSN  does  not  own  any  property.  On October 1, 2000  Groupmark  Canada
Limited  entered  into  a five year lease for approximately 3,000 square feet of
office  space  located  at  5170  Dixie  Road,  Suite 301, Mississauga, Ontario,
Canada. The annual rent for the office space is $47,927 (Canadian dollars). VHSN
and  Groupmark share the premises. VHSN has a management services agreement with
Groupmark  which  includes  the  cost  of VHSN's share of the rent. It is VHSN's
intention  to use this location for its smartCARD operations and the China eMall
operations.  VHSN  believes  that  its  leased  properties  are adequate for its
current  and  immediately  foreseeable  operating  needs. VHSN does not have any
policies  regarding  investments  in  real  estate, securities or other forms of
property.

<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS

     VHSN  is  aware  that  the  Internal  Revenue  Service  subpoenaed  records
from  its  transfer  agent.  Through  discussions  with  the  IRS, VHSN has been
informed  that  the IRS is investigating a former director of a corporation that
merged  with  VHSN.  From  time  to time, VHSN may be involved as a plaintiff or
defendant  in  various  legal  actions arising in the normal course of business.
VHSN  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 fourth quarter of the
2001  fiscal  year.

                                     PART  II


ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information

     VHSN's  common  stock  has  been  quoted  on  the  OTC  Bulletin
Board  under  the  symbol  "VHSN"  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 - 1999*
         ---------------------
         First  Quarter                      0.88        0.16
         Second  Quarter                     0.59        0.13
         Third  Quarter                      0.27        0.06
         Fourth  Quarter                     0.20        0.12

         Fiscal Year - 2000*
        ----------------------
         First  Quarter(2)                   2.00        0.03
         Second  Quarter(2)                  0.80        0.03
         Third  Quarter(2)                   0.36        0.08
         Fourth  Quarter(2)                  0.12        0.03

         Fiscal Year - 2001
         ---------------------
         First  Quarter                      0.08        0.06
         Second  Quarter                     0.16        0.05
         Third  Quarter                      0.07        0.03
         Fourth  Quarter                     0.08        .025

         -----------------------------------------------------
*  For  the  fiscal  year  stated,  the  common  stock of VHSN was traded on the
National  Quotation  Bureaus'  Pink  Sheets.
<PAGE>
Holders

     As  of April 15, 2001  VHSN had 25,330,268 shares of its common stock
outstanding.  The  number  of  registered holders of record of common shares was
approximately 180.

Dividends

     VHSN  has  never  declared or paid any cash dividends on our capital stock.
VHSN  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  fourth  quarter  for  the fiscal year ended December 31, 2001,
VHSN  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  VHSN's
financial  condition  and  should  be  read  in  conjunction with VHSN'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

VHSN  is  in  the  development stage and has not yet generated a profit from its
operations.  Its  continued  existence  and  its  ability to continue as a going
concern  are dependent upon its ability to obtain additional capital to fund its
operations.

Goals  and  Objectives

VHSN's  goals  and objectives are centered around its ability to identify market
opportunities in technology and products related to its e-commerce objectives in
United  States, Canada and abroad. To achieve these objectives VHSN must compete
with  many other more well established organizations in the Internet and related
fields.  It is the intention of VHSN to continue to acquire technology and joint
venture/  strategic  alliances  where  possible,  to  help it achieve its goals.

Cash  Requirements

The Company intends to raise additional funds over the next year from sales of
its  securities  to  satisfy  its  cash  requirements.
<PAGE>
Liquidity  and  Capital Resources

VHSN  achieved  revenues  of  $  163,000.00  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. The
result  of  this current years activities, which have been significant, in terms
of  the  development  of  potential  customers,  have  not  reflected  in  sales
achievement  during  the  current  fiscal year. VHSN acquired TrueNET Enterprise
Inc. in December 2001. This resulted in a period of adjustment while the move to
new  premises  took place. It is anticipated that this acquisition will begin to
show  results  during  the  2002  fiscal  year.


Results  of  Operations

Results  of  years  ended  December  31,  2001  and  December  31,  2000

         Revenue  for  the  current year ended December 31,2001 was $ 163,000
As compared to  $  0  in  the  year  2000.

          Operating Expense decreased from $ 871,258 in the fiscal year 2000, to
$504,143 in the current fiscal year. This decrease of $367,115 was due primarily
to  the  reduction  of agency and consulting  expense.  Although management fees
increased by $18,220 it was offset by substantial savings  in  other areas,
reducing  the  loss  from  $862,499 to $478,994.00. A reduction of $367,115. The
Company closed it's office in Beijing during  this  fiscal  year as a cost
reduction  measure.  It  will  consider  re-opening the office again as business
warrants. The expense control over the previous year reflects managements
efforts in this regard and resulted in a 45% decrease over the previous year.
Non-recurring expense of the prior year was eliminated during this current year.
The  Company  is  not  aware  of any material trend, event or capital commitment
which  would  potentially  adversely  affect  liquidity. In the event a material
trend  develops,  the  Company  believes  that  it  will  have  sufficient funds
available to satisfy working capital needs through lines of credit and the funds
expected  from  equity  sales.

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.
<PAGE>


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

Subsequent  Change  in  Accountants

     On  February  12,  2002,  PMB  &  Company, LLP ("PMB") was dismissed as the
independent  accountant  for  the Company. The  Company's  Board  of  Directors
approved  the  dismissal  of PMB.

     The  Company engaged Gary R. Brown, Chartered Accountants ("Brown"), as its
new independent accountants  as  of  February 18, 2002.  Prior to such date, the
Company  did  not  consult  with  Brown  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 Brown 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).

                                    PART  III


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

Directors,  Executive  Officers,  Promoters,  and  Control  Persons

     Our  directors  and  executive  officers  are  as  follows:


Name                             Age                         Title
------------                    ------       ------------------------------

Elwin  D.  Cathcart             75        Chief Executive Officer and Director
Thomas  Roberts                 65        Director
David  Smelsky                  43        Secretary  and  Director
Gang  Chai                      42        Director
John  Salowski                  53        President and Director


     VHSN's  directors  holds  office  until  the  next annual meeting of VHSN's
stockholders  or  until  their successors are duly elected and qualified. VHSN'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 VHSN's directors and executive officers for at least the last five
years.


Elwin  D.  Cathcart.  Elwin  Cathcart  has  been  a director and Chief Executive
Officer  of  VHSN since April 1997. Over the last 5 years, Mr. Cathcart has also
been  serving  as  Chairman  and  Chief  Executive  Officer  of Groupmark Canada
Limited,  a  private  marketing  company  specializing  in  direct  mail service
products  which  he founded in 1970. Mr. Cathcart also serves as chief executive
office  of  the Company's subsidiary Chinaemall. From 1970 to 1972, Mr. Cathcart
served as President of the Canadian Direct Mail Marketing Association, a Toronto
based  company  he  helped  found in 1969, and where he continues to serve in an
advisory  capacity  as  a Life Member. From 1960 to 1970, Mr. Cathcart served as
National Sales Manager for Canada and then became National Sales Manager for the
United  States, for a private direct mail marketing company known as R.L. Polk &
Co.,  located  in  Detroit,  Michigan.  Mr.  Cathcart has served on the board of
several  public  companies  including  Equity  Investment  Corp.,  a  financial
marketing  company; TelSoft Mobile Data Inc., a company which purchased priority
software  for  Motorola;  The  Equity  Group,  a  holding  company  for  Equity
Investments  Corp.  and TelSoft Mobile Data Inc.; and Pacific Gold Corp., a west
coast  mining company. Mr. Cathcart attended Riverdale College from 1942 to 1943
and received a Bachelors Degree in Industrial Design from Ontario College of Art
in  1950.
<PAGE>
Thomas  Roberts.  Thomas  Roberts  has  been  a director of VHSN since December,
1996.  For  the past 37 years he has been an accountant in private practice. Mr.
Roberts  attended  Alberson  Graughon  College  and  the  University  of Alabama
Birmingham  in  1954  and  1955,  respectively.

David  Smelsky.  Mr.  Smelsky has been a Secretary and a director  of VHSN since
April  1997.  Mr.  Smelsky  was  the Chief Financial Officer of Groupmark Canada
Limited  from  November  1994  to October 1999. From October 1999 until November
2000  he  was  the  Manager of Finance and Administration for Halton Hills Hydro
Commission  and  since November 2000 has been working for Vision Logistics Group
Inc.  as  Chief  Financial  Officer.  Mr.  Smelsky  received  his certificate as
Certified  Management  Accountant  of  Ontario  in  1985.

Gang Chai. Dr Chai has been served as one of our directors since April 2000. Dr.
Chai  also serves as President of the Company's subsidiary China emall. Dr. Chai
obtained  his  Bachelor  and Masters in geoscience from China University in 1987
and  1985,  respectively.  After  moving  to  Canada  in 1987, Dr. Chai attended
University of Toronto where he received a Ph.D. in economic geology in 1992. Dr.
Chai  has  been  a director of VHSN since April 15, 2000. Dr. Chai founded China
eMall Corporation. Dr. Chai is a director and Chief Executive Officer of McVicar
Minerals  Ltd.,  which  he  founded in 1997. McVicar Minerals Ltd. trades on the
Canadian  Venture  Exchange  under  the  symbol  MVR.

John  Salowski.  Mr.  Salowski  has  served  as  our president and as one of our
directors  since December 2001. Mr. Salowski has over 30 years experience in the
information  technology  sector.  From  1989  to 1994 Mr. Salowski served as the
President  of Remedy Software Inc. From 1994 through 1995 Mr. Salowski served as
President  for  Progressive  Software  Solutions  and  from 1995 through 2001 he
served  as  general manager for Hilcom Shipping Services. Since June 2001 he has
served  and  continues  to  serve  as  the  President of TrueNET Enterprise Inc.


INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

      VHSN  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 Chief Executive Officer and the Secretary
of  VHSN for services rendered to VHSN during the last three years. No executive
officer  earned  more  than  $100,000  in  each  of  the  last  three  years.

                           SUMMARY  COMPENSATION  TABLE
                             Long-Term  Compensation
                          -----------------------------
         Annual  Compensation                 Awards        Payouts
        ---------------------                 ------        -------
Name  and                             Restricted
Principal                             Stock
Position(s)        Year    Salary($)  Bonus($)  Other($)  Awards(#  shares)
                                              Compensation
Elwin  Cathcart     2001     -0-
                    2000     -0-



OPTION  GRANTS  IN  FISCAL  YEAR  2001

     VHSN  did not grant options to  its officers or directors to purchase
 shares of our common stock during the fiscal year ended December 31, 2001:

Employment  Agreements

    The Company does not have any employment  agreement  with  its  employees.
<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 April 15, 2002. 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.
VHSN  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  of             Percent  of
                              common  stock                  common  stock
                              beneficially                   beneficially
Name  of                     owned  or  right               owned  or  right
Beneficial  Owner            to  direct  vote(*)            to  direct  vote (*)
-------------------        -----------------------         -----------------

Elwin  D.  Cathcart             10,020,000(1)                      37.6%
Director
1400  Dixie  Road
Mississauga, Ontario L5E 3E1

Gang  Chai                        500,000(2)                       1.95%
89  Drewry  Avenue
Toronto, Ontario  M2M 1E1

David  Smelsky                    750,000(3)                        2.9%
Director
RR#4  Rockwood,
Ontario  Canada  N0B 2K

Thomas  Roberts                   500,000(2)                       1.95%
Director
P.O.  Box  128
Fayette  AL  35555

John  Salowski                  1,000,000                          3.95%
31 Linden Crescent
Brampton
Ontario Canada

Groupmark Canada Limited(1)    10,020,000(1)                       37.6%
1400  Dixie  Road
Mississauga, Ontario L5E 3E1


All  officers  and  directors
as  a  Group  (5  persons)      12,770,000(1)(2)(3)(4)             47.1%
------------
<PAGE>
(*)     Such  figures  are  based  upon 25,330,268 shares  of  our common stock
outstanding  as  of  April  15,  2002.  The shares of VHSN common stock reported
herein  does not include shares issuable upon the exercise of options. Except as
otherwise  noted  in  these  footnotes,  the  nature of beneficial ownership for
shares  reported  in  this  table  is  sole  voting  and  investment  power.

(1)  Consists  of  (a) 7,900,000 common shares owned by Groupmark Canada Limited
which  is  a  wholly  owned corporation of Elwin D. Cathcart, (b) 870,000 shares
owned directly by Elwin Cathcart (c) options held directly by Elwin Cathcart
to  purchase  500,000  shares of VHSN common stock exercisable at $.05 per share
and  that  expire  on  December 31, 2004 and (d) 750,000  shares of VHSN common
stock exercisable at $.40 per share and  that  expire  on  December 31, 2002.

(2)  Includes  an option to purchase  250,000 shares of VHSN common stock at an
exercise price of $.05 which expires  on  December  31,  2004.

(3)  Includes an option to purchase 250,000 shares of VHSN common stock at $.05
expiring on December 31,2004; an option to purchase 250,000 shares of VHSN
common stock at $.40 expiring on December 31, 2002 and 250,000 shares of VHSN
common stock owned directly by the named shareholder.

(4)  Includes an option to purchase 250,000 shares of VHSN common stock
exercisable at $.05 which expires on December 31, 2004 and an option to
purchase 250,000 shares of VHSN common stock which expires on December 31,
2002.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Groupmark  Canada  Limited  Management  Agreement

     Groupmark Canada Limited, a significant shareholder of VHSN is wholly owned
by  Elwin  D.  Cathcart,  a  director  of  VHSN.  Groupmark  provides  executive
management  personnel and services to VHSN pursuant to an agreement made between
Groupmark  and  VHSN  in  April  1997  (the  "Management  Agreement"). Under the
Management  Agreement  Groupmark  provides  management,  daily  administration
functions,  and  financial and business advisory services to VHSN. Groupmark was
also  contracted  to  assist  in  the  technological  development  of smartCARD.
Pursuant  to  the  Management  Agreement,  charges for these services are not to
exceed  $56,000  per month. The Company incurred management fees of $210,000 and
$270,000  in 2001 and 2000, respectively. Amounts due Groupmark pursuant to this
management  service  agreement  and other borrowings as of December 31, 2001 and
2000  are  $612,162  and  $332,027,  respectively. Outstanding balances under
the  Management  Agreement  accrue  without  interest  however Groupmark has the
option  to  accept payment by way of VHSN's common stock at fair market value in
lieu  of  cash.

<PAGE>
  On  December 1, 2001 VHSN acquired all of the issued and outstanding shares
of  TrueNET  Enterprise,  Inc.  (300  shares of common stock) in exchange for an
aggregate of 3,200,000 shares of the common stock of VHSN. VHS Network purchased
from  the  selling  stockholders  of  Truenet  (John Salowski, Jeff McMillan and
Regional  Hose and Equipment Ltd.) the outstanding share sof Truenet in exchange
for  (i)  3,000,000  shares  of  VHSN,  (ii)  200,000  shares of VHSN payable to
Regional  Hose  in exchange for the relase by Regional Hose of debt out to it by
Truent  and  (iii)  the  right to purchase 2,274,000 shares of common stock from
Groupmark  Canada  Limited (at various purchase prices ranging from $.04 to $.40
per  share)  which is a shareholder of VHSN and is controlled by Elwin Cathcart,
VHSN's  Chief  Executive  Officer.  Pusuant  to  the terms of the agreement John
Salowski  and  Jeff  R. Mcmillan are to be President and Chief Operating Officer
respectively  of  VHSN at annual compensation off $85,000 (Salowski) and $75,000
(McMillan).



ITEM  13.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  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


Exhibit  No.                            Description
-----------                             -----------


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  Corp.
10.2*    Licence  Agreement  between  Groupmark  Canada Limited and VHS Network,
         Inc.  dated  January  1,  2000.
10.3*    Management Services Agreement between VHSN and Groupmark Canada Limited
         dated  April  1997.
10.4*    Agreement  and Plan of Merger  dated as of December 26, 1996 made among
         Ronden Vending Corp.,  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  Corp.  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 TrueNET
         Enterprise, Inc.


----------------
*  Previously  filed as an exhibit to the Company's Registration  Statement
   on  Form  SB2  filed  with  the  Commission.

** Filed herewith
<PAGE>

(b)  Reports  on  Form  8-K

     A  Current  Report  on  Form  8-K  relating to the Company's acquisition of
Truenet  Enterprise,  Inc. was filed with the Commission on December 20, 2001. A
Current  Report  on  Form  8-K  relating to the Company's change of auditors was
filed  with  the  Commission  on March 4, 2002.





                                   SIGNATURES
                                   ----------

     In  accordance  with  section  13  or  15(d)  of  the  Exchange  Act,  the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereto  duly  authorized  on  the 15th  day  of April,  2002.



                                  VHS  NETWORK,  INC.

                              By:  /s/  Elwin  Cathcart
                                  -----------------
                                  Elwin  Cathcart,  Chief  Executive  Officer




     In  accordance  with  the  Exchange  Act,  this  report  was  signed by the
following  persons  in  the  capacities  and  on  the  dates  stated:



Dated:  April 15,  2002            /s/  Elwin  Cathcart
                                   ------------------
                                    Elwin  Cathcart,  Director, Chairman and
                                    Chief  Executive  Officer

Dated:  April 15,  2002            /s/  David  Smelsky
                                   -----------------
                                    David  Smelsky,  Director  and Secretary

Dated:  April 15,  2002
                                   ------------------
                                    Thomas  Roberts,  Director

Dated:  April 15,  2002             /s/  John  Salowski
                                    -------------------------
                                    John  Salowski


<PAGE>





                                VHS NETWORK, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




                                    CONTENTS

                                                     PAGE

Independent  Auditor's  report                         1.
Consolidated  Balance  Sheets                          2.
Consolidated  Statements  of  Operations               3.
Consolidated  Statements  of  Shareholders'  Equity    4.
Consolidated  Statements  of  Cash  Flows              5.
Notes  to  the  Financial  Statements                  6.


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


TO  THE  BOARD  OF  DIRECTORS  OF  VHS  NETWORK,  INC.

     I have audited the accompanying consolidated balance sheets of VHS Network,
Inc.,  a  Florida  Corporation,  as  of  December  31,  2001,  and  the  related
consolidated  statements  of operations, shareholders' equity and cash flows for
the year then ended in conformity with generally accepted accounting principles.
These  financial  statements are the responsibility of the Company's management.
My  responsibility  is to express an opinion on these financial statements based
on  my  audits.

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

     In  my  opinion,  the  consolidated  financial statements referred to above
present fairly, in all material respects, the financial position of VHS Network,
Inc.,  as  of  December  31, 2001 and the results of its operations and its cash
flows  for the years then ended in conformity with generally accepted accounting
principles.

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 6 to the
financial statements, the Company experienced a significant net loss in the year
ending  December  31,  2001,  with  losses  incurred subsequently, and generated
negative  cash  flows from operating activities. These matters raise substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans  in  regard  to  these  matters are also described in Note 8. In the event
additional  funds  are  raised,  continuation  of  the  business  thereafter  is
dependent  upon  the ability of the Company to achieve sufficient cash flow. The
accompanying financial statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

     The  financial  statements  as  at  December 31, 2000 and for the year then
ended  were audited by other auditors who expressed an opinion with reservation,
regarding  the  substantial  doubt  about the Company's ability to continue as a
going  concern,  as  similarly  outlined in the current year's Notes 6 and 8, in
their  report  dated  March  23,  2001.



April  1,  2002                                   Gary  R.  Brown

                                                   CHARTERED  ACCOUNTANT

<PAGE>


                                VHS NETWORK, INC.
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                                         2001          2000
                                                   -------------  ------------
ASSETS
<S>                                                        <C>           <C>
Cash                                                 $     1,157   $    25,205
  Accounts receivable                                     17,793           - -
Inventory                                                 96,304       111,999
                                                   -------------  ------------

    Total current assets                                 115,254       137,204
                                                   -------------  ------------

Property and equipment
  Furniture and equipment                                 35,520        18,940
  Accumulated depreciation                                (8,779)       (1,892)
                                                   -------------  ------------
                                                          26,741        17,048
                                                   -------------  ------------
  Intangible assets, net                                 139,850        18,330
                                                   -------------  ------------
  Other Assets
    Other receivables                                        - -           761
    Prepaids and deposits                                    - -        67,774
                                                               -        68,535
      Total assets                                   $   281,845   $   241,117
                                                     ============  ============

LIABILITIES
Bank loan payable                                    $    88,736   $       - -
Accounts payable                                         115,476        60,650
                                                   -------------  ------------
  Total current liabilities                              204,212        60,650
                                                   -------------  ------------
  Accounts payable, related party                        430,135       150,000
  Notes payable, related party                           182,027       182,027
  Reserve for loss contingencies                         350,000       350,000
                                                   -------------  ------------
    Total long-term liabilities                          962,162       682,027
                                                   -------------  ------------
    Total liabilities                                  1,166,374       742,677
                                                   -------------  ------------
  Commitments and contingencies (Note 8)

SHAREHOLDERS' EQUITY
Common stock: $0.001 par value: 100,000,000 shares
  authorized; 22,785,268 and 19,560,268
  issued and outstanding, respectively                    22,784        19,559
Preferred stock: 25,000,000 shares authorized;
  none issued or outstanding                                 - -           - -
Additional paid-in capital                             3,637,208     3,544,408
Accumulated deficit                                   (4,544,521)   (4,065,527)
                                                   -------------  ------------
  Total shareholders' equity                            (884,529)     (501,560)
                                                   -------------  ------------
  Total liabilities and shareholders' equity         $   281,845   $   241,117
                                                     ============  ============

</TABLE>
The  accompanying  notes  are  an  integral  part of these financial statements.

<PAGE>
                                VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                          2001          2000
                                     ------------  ------------
Income:
<S>                                       <C>           <C>
Sales                                 $   163,537   $       - -
Cost of sales                             139,599           - -
                                     ------------  ------------
Gross margin                               23,938           - -
                                     ------------  ------------
Operating Expenses:
Agency fees                                10,911        52,557
Salaries and wages                         11,460           - -
Consulting fees                               - -        45,640
General and administrative                 13,180        32,251
Management fees                           288,220       270,000
Professional fees                         117,894       150,973
Office expense - China                     17,595        44,017
Depreciation and amortization              14,883         7,562
Inventory allowance                        30,000        28,000
Other                                         - -        23,743
Non-recurring acquisition expense             - -       216,515
                                     ------------  ------------
  Total operating expense                 504,143       871,258
                                     ------------  ------------
Operating loss                            480,205       871,258
                                      ------------  ------------
Other (income) and expenses:
Interest (income)                             - -        (9,516)
Interest expense                              972           568
Exchange (gain) loss)                      (2,183)          189
                                     ------------  ------------
  Total other (income) and expense         (1,211)       (8,759)
                                     ------------  ------------
  Net loss before taxes                   478,994       862,499
                                     ------------  ------------
  Income taxes                                - -           - -
                                     ------------  ------------
  Net loss                            $   478,994   $   862,499
                                      ============  ============
Net loss per common share - Basic     $     0.021   $     0.044
                                      ============  ============
Weighted average number of
  common shares - Basic                22,785,268    19,560,268
                                      ============  ============
Net loss per common share - Diluted   $     0.021   $     0.044
                                      ============  ============
Weighted average number of
  common shares - Diluted              22,785,268    19,560,268
                                      ============  ============


</TABLE>



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

<PAGE>


<TABLE>
<CAPTION>


                                VHS  NETWORK,  INC.
                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                             Additional
                                                               Paid-in    Accumulated
                                            Common  Stock      Capital      Deficit
                                          Shares     Amount
                                       ------------ -------- ----------- -------------
<S>                                         <C>       <C>        <C>          <C>
Balance December 31, 1999               $10,929,435  $10,929  $1,231,170  $(3,203,028)
                                       ------------ -------- ----------- -------------
Sale of common stock                      2,633,333    2,633   1,057,367          - -
Conversion of notes
 payable, related party                   2,500,000    2,500     863,368           --
Common stock issued for services             57,500       57      25,693           --
Common stock issued for expenses             25,000       25      22,725           --
Acquisition of China eMall Corp.          2,100,000    2,100      21,900           --
Acquisition of Exodus Corp.                 500,000      500     124,500           --
Conversion of debt into common stock         10,000       10      21,990           --
Exercise of warrants                        250,000      250     104,750           --
Conversion of wages payable to
 officers into common stock                 555,000      555      70,945          - -
Net loss for the year                           - -      - -         - -     (862,499)
                                       ------------ -------- ----------- -------------
Balance December 31, 2000                19,560,268   19,559   3,544,408   (4,065,527)
                                        -----------  -------  ----------  ------------
Settlement of debt                           25,000       25         - -          - -
Acquisition of TrueNet Enterprise Inc.    3,200,000    3,200      92,800          - -
Net loss for the year                   $       - -  $   - -  $      - -  $  (478,994)
                                       ------------ -------- ----------- -------------
Balance December 31, 2001               $22,785,268  $22,784  $3,637,208  $(4,544,521)
                                        ===========  =======  ==========  ============
</TABLE>
The  accompanying  notes  are  an  integral  part of these financial statements.

<PAGE>


                                VHS NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                                           2001        2000
                                                       -----------  ----------
<S>                                                          <C>         <C>
Net income (loss)                                       $(478,994)   (862,499)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Issuance of common stock for services                      - -        25,750
Issuance of common stock for expenses and debt              25        22,750
Acquisition of Exodus Corp.                                - -        125,000
Inventory valuation allowance                             30,000      28,000
Amortization of intangible assets                         8,000        5,670
Depreciation                                              6,883        1,892
Prepaids and deposits                                     68,535        - -
                                                       -----------  ----------

                                                        $(365,551)  $(653,437)
Cash flow from operating activities:
Changes in assets and liabilities
Receivables                                              $15,077      $(761)
Inventory                                                (4,171)        - -
Bank loan                                                (2,049)        - -
Accounts payable                                          5,2511      (4,217)
Accrued liabilities                                        - -       (15,000)
                                                       -----------  ----------
Cash flow used in operating activities                  $(304,183)  $(673,415)
                                                       -----------  ----------
Cash flow from investing activities:
Purchase of furniture and fixtures                     $    - -      $(18,940)
Purchase of TrueNet                                      (96,000)       - -
                                                       -----------  ----------
Net cash used in investing activities                   $(96,000)    $(18,940)
                                                       -----------  ----------
Cash flow from financing activities:
Accounts payable, related party                         $ 280,135    $150,000
Notes payable, related party                               - -       (597,973)
Proceeds from exercise of warrants                         - -        105,000
Proceeds from issue of stock                               96,000   1,060,000
Net cash generated by financing activities              $ 376,135   $ 717,027
(Decrease) Increase in cash and cash equivalents          (24,048)     24,672
Balance at beginning of year                               25,205         533
Balance at end of year                                  $   1,157    $ 25,205
                                                        ==========  ===========
Supplementary disclosure:
Cash paid for interest                                  $     972      $   568
Cash paid for taxes                                     $    - -      $  - -
Conversion of payables into common stock                $    - -      $93,500
Common stock issued for acquisitions                       96,000      149,000
Conversion of notes payable into common stock           $    - -      $865,868
Common stock issued for services and expenses              25,000       48,500

</TABLE>


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

<PAGE>
                                VHS NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


1.     NATURE  OF  OPERATIONS

COMPANY  HISTORY

VHS  Network,  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.
Pursuant  to  the  reverse  take-over, the sole shareholder of VHS Network Inc.,
Groupmark  Canada Limited, received 400,000 shares of the Company's common stock
and  a  secured  promissory  note  for  US$500,000  and  became  the controlling
shareholder  of  the  Company.  In  1998,  the  promissory note for $500,000 was
converted  into  5,000,000  common  shares.

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.

On  December  1, 2001, the Company acquired all the outstanding common shares of
TrueNet  Enterprise  Inc.,  an  Ontario  private  company.

OPERATIONS

During 1999, the Company began repositioning itself to identify technologies and
market  opportunities  in  the  United States, Canada and abroad in Internet and
electronic  commerce  interactive  media,  and SmartCARD loyalty marketing.  The
Company  will  operate  and/or  develop  two  lines  of  business  as  follows:

<PAGE>
China eMall Corporation ("China eMall"):  Through its acquired subsidiary, China
eMall Corporation, an Ontario, Canada corporation, the Company provides Internet
marketing  and  information  services  to  facilitate  trade between Chinese and
Western businesses.  The Company's primary focus will be to establish an on-line
presence  to  facilitate  the  export  of  Chinese  products.  Through  its
multi-functional  portal, Chinese suppliers can post their products and services
in  a  format that is easy for searching, quoting and tracking, and that gives a
Western  buyer  access to multiple suppliers for the best quality and price, and
direct  communication.  Realizing  the  difference  in  business  culture  and
financial  systems,  China eMall will allocate a substantial amount of resources
in  assisting  in  the  communications,  export/import  processing,  financial
transaction  and  product  services.  China  eMall's  business  will make use of
Internet  technology  to  speed  up  the  export  process  and broaden the sales
channels  for  Chinese goods and services and, more importantly, bring customers
into  direct  contact  with  Chinese  producers who can constantly upgrade their
products to meet customers' needs.  China eMall has an agreement with Wangfujing
Department  Store Ltd., a large Chinese retailer, as its prime product supplier.

SmartCARD:  The  Company  is developing computer chip based plastic access cards
that  utilize proprietary SmartCARD technology, which is licensed from Groupmark
Canada  Limited,  a related party.  This technology enables the cards to be used
for  identification  purposes and as debit or charge cards.  The Company intends
to  focus its marketing efforts on companies that wish to distribute these cards
to their customers as a reward for their loyalty.  Groupmark Canada Limited owns
this registered trademark "SmartCARD" in Canada and has a pending application in
the  United  States.  Groupmark  Canada has granted the Company a licence to use
the  trademark "SmartCARD".  Pursuant to the terms of the licence agreement, the
Company will pay to Groupmark a royalty of 5% of net sales of products using the
SmartCARD  trademark  and  technology.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

These  consolidated  financial  statements  are  prepared  in  accordance  with
accounting principles generally accepted in the United States.  The following is
a  summary of the significant accounting policies followed in the preparation of
these  consolidated  financial  statements.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
all  of  its  subsidiary companies.  Intercompany accounts and transactions have
been  eliminated  on  consolidation.

CASH  AND  CASH  EQUIVALENTS

Cash  and  cash  equivalents  consist  of  cash  on hand and cash deposited with
financial  institutions,  including  money market accounts, and commercial paper
purchased  with  an  original  maturity  of  three  months  or  less.

<PAGE>
CONCENTRATION  OF  CASH

The  Company  at  times  maintains  cash balances in accounts that are not fully
federally  insured.  The  company  has  a  bank loan, secured by the assets of a
subsidiary  and  guaranteed  by  a  group  of  shareholders.

INVENTORIES

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

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. Depreciation  expense
was  $6,883  in  2001  ($1,892  in  2000).

STOCK-BASED  COMPENSATION

The  Company  accounts for its stock-based compensation plan based on Accounting
Principles  Board  ("APB")  Opinion  No.  25.  In  October  1995,  the Financial
Accounting  Standards  Board  ("FASB")  issued  SFAS  No.  123,  "Accounting for
Stock-Based  Compensation".  The  Company has determined that it will not change
to  the  fair  value  method  and  will  continue  to use APB Opinion No. 25 for
measurement  and  recognition  of  any  expense  related to employee stock-based
transactions.

INCOME  TAXES

The  Company  accounts  for  income  taxes  in  accordance  with  SFAS  No. 109,
"Accounting  for Income Taxes". Income taxes are provided for the tax effects of
transactions  reported  in  the consolidated financial statements and consist of
deferred  taxes  related  to  differences  between  the  basis  of  assets  and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities  represent  the future tax return consequences of those differences,
which  will  be either taxable or deductible when the assets and liabilities are
recovered  or  settled.  Deferred taxes are also recognized for operating losses
that  are  available  to  offset  future  taxable  income.

FOREIGN  CURRENCY  TRANSLATION

Transactions  are  translated into the functional currency at the exchange rates
in effect at the time the transactions occur.  Exchange gains and losses arising
on  translation  are  included  in  the  operating  results  for  the  year.

REVENUE

Sales  are  recorded  for  products  upon  shipment  of product to customers and
transfer  of  title  under  standard  commercial  terms.

<PAGE>
INCOME  (LOSS)  PER  COMMON  SHARE
Income  (loss)  per  common  share is computed on the weighted average number of
common  or  common  and  common  equivalent shares outstanding during each year.
Basic  Earnings-per-Share ("EPS") is computed as net income (loss) applicable to
common  stockholders  divided  by  the  weighted average number of common shares
outstanding  for  the  period.  Diluted EPS reflects the potential dilution that
could  occur  from  common  shares issuable through stock options, warrants, and
other convertible securities when the effect would be dilutive.  The Company had
no  dilutive  securities  in  2001  and  2000.

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.

RECLASSIFICATIONS
Certain  amounts  in  the  2000  financial  statements have been reclassified to
conform  to  the  2001  presentation.

USE  OF  ESTIMATES
The  preparation  of  the  financial  statements  in  conformity  with generally
accepted accounting principles necessarily requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
periods.  Actual  results  could  significantly  differ  from  those  estimates.

ADVERTISING  COSTS
The  Company  expenses  advertising  costs  as  they  are  incurred.

INTANGIBLES
Intangible  assets are recorded at cost.  Capitalized web site development costs
and software development associated with the purchase of China eMall and TrueNet
Enterprise  Inc.  are  amortized on a straight-line basis over a period of three
years.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging Activities".  SFAS No. 133 requires recognition of all
derivative financial instruments as either assets or liabilities in consolidated
balance  sheets  at  fair  value  and  determines  the  method(s)  of  gain/loss
recognition.  The  FASB  issued SFAS No. 137, "Deferral of the Effective Date of
FASB Statement No. 133" in June 1999 to defer the effective date of SFAS No. 133
to  fiscal  years  beginning  after  June  15,  2000.  The Company does not have
derivative  instruments  and  does  not  conduct  hedging  activities.

<PAGE>
INVENTORIES
On April 29, 1998, the Company acquired approximately 32,000 sets of printed art
reproductions.  Each  set  consists of four full-colour 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 management of the
Company  has  evaluated  the  market value of the prints and determined that the
market  value of the prints is not below their acquisition cost.  The prints are
by  a  noted  artist,  and  the  original  Andover  Series  S/N  Limited Edition
lithographs  were  fully  sold.

The  Company  acquired  these sets of prints in exchange for 1,399,992 shares of
its  common stock valued at $139,999.  The Company will be offering these prints
for  sale  through  its  own  web  site  and  other  Internet  web  sites.

The Company has recorded a valuation allowance of $30,000 in 2001 and $28,000 in
2000  to  reflect  the  fair  value  of  the  inventory.

The  Company  has  other inventories, which it purchased in the normal course of
business,  for  resale  amounting  to  $6,305.

4.     INCOME  TAXES
No  provision  for federal and state taxes has been recorded for the years ended
December  31, 2001 and 2000, since the Company incurred net operating losses for
these  years.

The  provision  for  income  taxes does not differ from the amounts recorded for
financial  versus  tax  purposes.  The  net  effective tax rate is zero, and the
income  tax  benefit  is  offset  by  the  corresponding  valuation  allowance.

Deferred  income  taxes reflect the tax effects of temporary differences between
the  carrying amounts of assets and liabilities for financial reporting purposes
and  the  amounts  used  for  income  tax  purposes.

Due  to  the uncertainty surrounding the realization of deferred tax assets, the
Company  has  recorded a valuation allowance against its net deferred tax asset.
The  Company  has loss carryforwards of approximately $4,372,000 from continuing
operations, which may be used to offset future United States income taxes, which
begin  to  expire  in  2015.

5.     STOCKHOLDERS'  EQUITY

COMMON  STOCK
In December 1999, the Company commenced a private placement of its common shares
under  Rule 504 of Regulation D promulgated under the Securities Act of 1933 and
Section 203 (t) of the Pennsylvania Securities Act of 1972.  As of September 30,
2000,  the  Company  had sold 2,083,333 shares for $950,000, completing the full
offering.

On  April  12,  2000,  the  Company  sold 550,000 shares of its common stock for
$110,000,  which  included  warrants  to purchase 1,225,000 shares of its common
stock at exercise prices ranging from $0.35 to $0.95.  All warrants expire on or
before  180  days from the date of issuance.  On May 3, 2000, the Company issued
250,000  shares  of its common stock for $105,000 pursuant to the exercise terms
of  the  warrants.  The  remaining  warrants  to  purchase 975,000 shares of the
Company's  common  stock  expired  unexercised.

<PAGE>
The  Company  has  issued  92,500  shares  of  its  common stock in lieu of cash
payments  for the settlement of liabilities and services rendered to the Company
by  various  third  parties.

6.     STOCK  OPTIONS  AND  CONVERSIONS

The  Company  has  adopted  only  the disclosure provisions of SFAS No. 123.  It
applies  APB  Opinion  No.  25 and related interpretations in accounting for its
stock  option  plan.  Accordingly,  no compensation cost has been recognized for
its  stock  option  plan other than for options issued to outside third parties.
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 loss and loss per
share  would  be  reduced to the pro forma amounts indicated below for the years
ended  December  31.
<TABLE>
<CAPTION>



                                                   2001        2000
<S>                                             <C>         <C>
Net loss
  As reported                                     $(478,994)  $(862,499)
  Pro forma                                       $(478,994)  $(862,499)
Basic and diluted loss per common share Basic:
  As reported                                     $  (0.021)  $  (0.044)
  Pro forma                                       $  (0.021)  $  (0.044)
Diluted:
  As reported                                     $  (0.021)  $  (0.044)
Pro forma                                         $  (0.021)  $  (0.044)
</TABLE>



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 vesting period is usually four
years  or  related to the length of the consulting contract period.  The Company
issued 1,250,000 options in 2001 for $0.05 U.S. and had 750,000 at $0.38 expire.
(nil  in  2000).

The  fair  value  of  these options was estimated at the date of grant using the
Black-Scholes option-pricing model.  The options issued were immediately vested.

A  summary  of  the status of the Company's stock option plan as of December 31,
2001  and  2000  and  changes during the years ended on those dates is presented
below.

<PAGE>
<TABLE>
<CAPTION>


                                           Weighted          Weighted
                                           Average            Average
                                           Exercise           Exercise
                                   2001     Price     2000     Price
                                 ---------  ------  ---------  -----
<S>                              <C>        <C>     <C>        <C>
Balance at beginning of year     2,000,000    0.36  2,000,000   0.36
Granted                          1,250,000    0.05        - -    - -
Forfeited/cancelled/expired        750,000    0.38        - -    - -
                                 ---------  ------  ---------  -----
Outstanding at year end          2,500,000  $ 0.22  2,000,000   0.36
                                 =========  ======  =========  =====
Options exercisable at year end  2,500,000  $ 0.22  2,000,000   0.36
                                 =========  ======  =========  =====
</TABLE>



The  contractual life for options granted to purchase 1,250,000 shares of common
stock  at  an  exercise  price of $0.05 is 48 months.  The remaining contractual
life  for  options  granted  to  purchase 1,250,000 shares of common stock at an
exercise  price  of $0.40 is 24 months.  The stock options are all non-qualified
stock  options.

The Black-Scholes option valuation model was developed for use in estimating the
fair  value  of traded options, which have no vesting restrictions and are fully
transferable.  In  addition, option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have  characteristics  significantly
different  from  those  of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models  do  not  necessarily  provide a reliable single
measure  of  the  fair  value  of  its  stock  options.

The  Company  has  a  100%  interest  in  the  voting  stock  of  China eMall on
acquisition.  The  Preferred Stock of eMall is non-voting, and it is convertible
into  the  Company's  common  stock  at  the  discretion of the holders of eMall
Preferred  Stock.  The  eMall  Preferred Stock can be redeemed by the Company at
the  earlier  of (a) three years from the date on which a registration statement
for  the  common shares of the company is filed with the Securities and Exchange
Commission  in  the  U.S.;  or  (b) five years from the date of issue (April 15,
2000).

7.     RELATED  PARTY  TRANSACTIONS

GROUPMARK  CANADA  LIMITED

In  1997, the company entered into a management service agreement with Groupmark
Canada  Limited ("Groupmark"), of which the Chairman and Chief Executive Officer
of  the  Company  is  the  sole  shareholder.  Under  this  agreement, Groupmark

<PAGE>
provides  the  Company all management, daily administrative functions, financial
and  business advisory services.  Groupmark was also contracted to assist in the
technological  development of the "SmartCARD".  Contractually, charges for these
services  are  not to exceed $56,000 per month.  The Company incurred management
fees  of  $210,000  and  $270,000  in  2001  and  2000,  respectively.
Amounts  due  Groupmark  pursuant to this management service agreement and other
borrowings  as  of  December  31,  2001  and  2000  are  $612,162  and $332,027,
respectively.  Groupmark  has  the  option  to  accept  payment  by  way  of the
Company's  common  stock  at  fair  market  value  in  lieu  of  cash.

8.     COMMITMENTS  AND  CONTINGENCIES

VIDEO  HOME  SHOPPING,  INC.,  A  TENNESSEE  CORPORATION
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:

"The  Company  has  outstanding  payroll  taxes totalling $206,385 as of July31,
1996.  The outstanding balance consists of Federal Withholdings, Social Security
and  Medicare  taxes  ad  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.

Furthermore, in March 2000, the Company learned of an IRS investigation relating
to  the  affairs  of a former principal of Video Home Shopping Inc.  The Company
learned  of  this  investigation  from  its  transfer  agent,  and  has not been
contacted by the IRS.  Management of the Company has, however, 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 these unpaid Federal Withholding taxes,
Social  Security  and Medicare taxes, employer's taxes, and other payroll taxes.

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.  As  of  March  23,  2002,  Management  has not been
notified  by  the  IRS  regarding  the  current  status  of  the  investigation.


<PAGE>
GOING  CONCERN  UNCERTAINTIES

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However,  the Company has experienced recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or  raise  additional  equity  financing.

In view of these matters, management believes that actions presently being taken
to  expand  the  Company's  operations  and to continue its web site development
activity  provide  the  opportunity  for the Company to return to profitability.
The  continued  focus  on  strategic  technological investments will improve the
Company's  cash  flow, profitability, and ability to raise additional capital so
that  it  can  meet  its  strategic  objectives.

Management  raised additional capital in 2000 and is currently in the process of
negotiating additional equity financing with potential investors.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

9.     ACQUISITIONS

ACQUISITION  OF  TRUENET  ENTERPRISE  INC.

On  December  1,  2001,  the  Company  completed  the  acquisition  of  all  the
outstanding  shares  of TrueNet Enterprise Inc. ("TrueNet") through the issuance
of  3,200,000  shares of the Company's common stock, which had a market value of
$96,000.

The  TrueNet  acquisition was treated as an asset acquisition (i.e., purchase of
net  assets)  rather  than as a business combination.  TrueNet has an absence of
significant  historical  revenues  or  operating  expenses.  TrueNet  commenced
operations  on  May  1,  2001.

The  prior  shareholders of TrueNet have guaranteed the bank loan.  The purchase
agreement  calls  for  indemnification  by  the  Company.

The  acquisition  price  was  allocated  as  follows:

        Accounts  receivable  and  inventory     $  43,000
        Furniture  and  fixtures                    16,580
        Intangible  assets  -  software            129,520
                                               -----------
                                                   189,100
        Less:  Liabilities  assumed                 93,100
                                               -----------
        Purchase  price                          $  96,000
                                                 =========

10.     INTANGIBLE  ASSETS

Intangible  assets  at  December  31,  2000  consist  of  the  following:

                                       2001        2000
                                  ------------  -----------
Software                           $  129,520     $  -  -
Domain  name                           24,000      24,000
Less:  accumulated  amortization      (13,670)     (5,670)
                                  ------------  -----------
                                   $  139,850     $18,300
                                  ============  ===========

Amortization  expense  for  the  year ended December 31, 2001 was $8,000 ($5,670
in  2000).

<PAGE>
11.     REGISTRATION  STATEMENT

During  2000,  the  Company  filed  their  Registration  Statement,  Form  8B-2,
pertaining  to  the  sale  of  6,830,812  shares  of  its common stock, of which
3,755,828  shares  are  issued and outstanding and 3,074,984 shares are issuable
upon  exercise  of  options, warrants and other conversion privileges to acquire
common  stock.  The  shares  were  issued,  or  are  issuable upon conversion or
exercise  of  securities, which were issued, by the Company in private placement
transactions.  The  Securities  and  Exchange  Commission  issued  a  no further
comment  letter  on February 14, 2001, and the Registration Statement was deemed
effective  as  of  that  date.

The Company will not receive any proceeds upon the sale of shares by the Selling
Securityholders.  However, this registration statement relates to the sale of up
to  299,230 shares of the Company's common stock that may be issued in the event
of  the exercise of outstanding options held by Selling Securityholders.  If all
such  options  are  exercised,  the  Company would receive proceeds of $104,730.


<PAGE>

EXHIBIT 10.8


                            SHARE PURCHASE AGREEMENT

Agreement  made  this  1st  day  of  December  2001 by  and  between
                                     --------------

John  P.  Salowski,
Jeff  R.  McMillan,
Regional  Hose  and  Equipment  Ltd.
(being  all the shareholders of Truenet Enterprise Inc. and hereinafter referred
to  as  the  "Vendors")

and

Truenet  Enterprise  Inc.
(herinafter  referred  to  as  "Truenet")
and

Regional  Hose  and  Equipment  Ltd.  of  Cambridge,  Ontario
(hereinafter  reffered  to  as  "Regional  Hose")
and

VHS  Network  Inc.  of  Mississauga,  Ontario
(hereinafter  retried  to  as  the  "Purchaser")

and

(Groupmark  Canada  Limited  of  Mississauga,  Ontario
(hereinafter  referred  to  as  'Groupmark")

WHEREAS  the Purchaser wish to buy and the Vendors wish to sell to the Purchaser
all  of  the  shares  of  Truenet  at  145 Traders Blvd., Suite 37, Mississauga,
Ontario  (the  "business");  and

WHEREAS  Regional Hose agrees to receive shares of the Purchaser in full payment
of  amounts  owed  to  Regional  Hose  by  Truenet;  and

WHEREAS  Groupmark  is  a  shareholder  of  the  Purchaser




Now  THEREFORE  the  Parties  AGREE  AS  FOLLOWS;

1.     The  Purchaser  agrees  to  buy  and the Vendors agree to sell all of the
shares  of  Truenet.
2.     The  total  purchase  price  for  all  the  shares  in  the  business  is

(a)     3,000,000  equity  common  shares  of  the  Purchaser;  and
(b)     2,274,000  options  to  purchase  common  shares  from  Groupmark, to be
exercised  in  accordance  with  Schedule  "A"  attached  hereto.

3.     The  Purchaser  agrees  to  pay  Regional  Hose 200,000 additional common
shares of the Purchaser and Regional Hose agrees to release Truenet with respect
to  all  amounts  outstanding  as  of  the  date  of  this  Agreement.

TERMS,  WARRANTIES,  COVENANTS  and  CONDITIONS

4.     The  purchaser  will  indemnify  the  Vendors  for  any  and  all amounts
personally  guaranteed  with  respect  to  the  operation  of  the  Vendor.

5.     The  Purchaser will not pay down existing long-term debt before such time
as  the  Vendors  have  been  released  from  said  personal  guarantees.

6.     The Purchaser will not sell, assign or otherwise dispose of the assets of
Truenet  before  such  time as the Vendors have been released from said personal
guarantees.

7.     The  Purchaser  shell  issue 100 preferred shares to each of the Vendors,
said  shares  to  be  secured  against  all the assets of Truenet. The preferred
shares  may  be  redeemed  in the event that any Vendor is required to fulfill a
said  personal  guarantee.

S.     The  Vendors  will  allow  the  Purchaser,  commencing on the date of the
execution  of  this  agreement,  on  reasonable  notice and without unreasonable
interruption  to  the  normal  operation of the business, to have access, during
normal  business  hours,  to  the  books  and  records  of  Truenet.

9.     The  Vendors  warrant  the  business  to be free and clear of existing or
foreseeable  legal  proceedings.

10.     The  Purchaser  covenants  with  the  Vendors

(a)     that  John  P. Salowski and Jeff K McMillan shall be President and Chief
Operating Officer respectively of the Purchaser to be remunerated at the rate of
$85,000.00  (Salowski)  and  $75,000.00  (McMillan)  per  annum;  and

(b)     that  the  employee  of  Truenet,  Kris  Kanters,  shall continue in his
current  duties at an annual salary of $60,000.00 in addition to a car allowance
of  $250.00  per  month.

IL     The  Vendors  covenant  with  the Purchaser that, in consideration of the
closing  of  this  agreement, the Vendors will not operate a like business or in
any  way  aid  and assist any other person to operate such a business in Ontario
for  a  period  of  two  years  from  the  date  of  termination  of employment.

12.     The  parties agree that this Agreement is conditional upon the following
conditions  being  met:

(a)     The  said  Principles  and  employee  shall  have  executed  employment
contracts  with  the  Purchaser;

(In)     The  Purchaser  shall have obtained from (Groupmark a broad use license
and non competition agreement to use the SmartCard and Hitatchi SmartCatd Reader
trademarks,  brand  names  and  technologies  in  Canada;

(c)     Groupmatk  shall  have  agreed  with  the Purchaser to terminate without
penalty  it's  contract  in  respect  of  the  management  of  VHS Network Inc.;

(4)     The  Directors  of  the Purchaser shall have ratified the appointment of
John  P.  Salowski  to  the  Board  of  Directors  of  the  Purchaser.


CLOSING

13.     Closing  of  the sale shall take place on or before December 12, 2001 at
                                                                         ----
the  offices  of  the  Purchaser.

14.     Until  said  closing, the Truenet shall maintain insurance on the assets
of  the  business  in  the  amount  that  they  arc  presently  insured.

INTERPRETATION  AND  MISCELLANEOUS

15.     There  are  no  representations,  warranties,  conditions,  terms  or
collateral  contracts  affecting  the transaction contemplated in this agreement
except  as  set  out  in  this  agreement.

16.      This  agreement  is  governed  by  the  laws  of  the  Province of
         Ontario.

17.     All  of  the  terms,  representations  and  warranties shall survive the
closing.  This  Agreement  shall bind and inure to the benefit of the Vendor and
Purchaser  and their respective heirs, executors, administrators, successors and
assigns.

18.     The  capitalized  headings in this agreement are only for convenience of
reference
and  do  not  form  part  of  or  affect  the  interpretation of this agreement.

   19.     If  any  provision  or put of any provision in this agreement is void
for  any  reason, it shall be severed without affecting the validity or force of
the  balance  of  the  agreement.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this instrument to be
executed  In  triplicate  on  the  day  and  year  first  above  written.



VENDORS:                              For  the  Purchaser  ____________

__________________
John  P  Salowski


___________________
Jeff  R.  Mcmillan


___________________
Regional  Hose  and
Equipment  Ltd.

___________________
Truenet  Enterprise,  Inc.



For  Groupmark
Canada  Limited:  ______________         For  Regional  Hose  _______________


<PAGE>
The  total  purchase  price  as  agreed  upon  shall  be  allocated  as follows;


(a)     Common  Shares  of  the  Purchaser

Name  on  Share  Certificate       Common  Shares
----  --  -----  -----------
John  P.  Salowski                  1,000,000
Jeff  K.  McMillan                  1,000,000
Regional  Rose  and  Equipment      1,200,000
Ltd.

(b)     Options  to  Purchase  Common  Shares of VHS Network Inc. from Groupmark
Canada  Limited

Name  on  Grant  of  Option(s)  U.S.
----  --  -----  ------------------

John  P.  Salowski

250,000  ($0.04)
167,000  (50.08)
83,000   ($0.18)
83,000   ($0.35)
175,000  (50.40)


Jeff  R.  McMillan

230,000  ($0.04)
167,000  (50.03)
83,000   ($0.13)
83,000   (50.35)
175,000  (50,40)

Regional  Hose
And  Equipment  ltd.

250,000  (50.04)
167,000  ($0.03)
83,000   (50.18)
83,000   ($0.35)
175,000  ($0.40)



Option  Epiry  Dates:

250,000  @  .04  -  June  30,  2002
167,000  @  .08  -  Sept  30,  2002
33,000   @  .18  -  Dec.  31,  2002
83,000   @  .35  -  Dec.  31,  2003
175,000  @  .40  -  Dec.  31,  2002