IDIAL NETWORKS INC
10QSB, 2000-05-15
MISC DURABLE GOODS
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      For the Quarter ended March 31, 2000

                       Commission File Number:  33-12029-D

                              iDial Networks, Inc.
                                    formerly
                        Desert Springs Acquisitions, Inc.

Nevada     84-1043258
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)

16990  Dallas  Parkway  Suite  106,  Dallas,  Texas     75248
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:     (972)  818-1058


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


Securities  registered  pursuant  to  Section  12(g)  of the Act:     18,542,500

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

As  of  March  31,  2000,  the  number of shares outstanding of the Registrant's
Common  Stock  was  18,542,500.

                                        1
<PAGE>

                          PART I: FINANCIAL INFORMATION

                          Item 1.  Financial Statements

     Attached  hereto and incorporated herein by this reference are consolidated
unaudited  financial  statements  (under  cover of Exhibit FQ1-00) for the three
months  ended  March  31,  2000.


                Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

(a)  Plan  of  Operation  for  the  next  twelve  months.

(1)  Cash  Requirements  and  of  Need  for  additional funds, twelve months. In
December 1999, Desert Springs Acquisition Corporation (DSAC) acquired all of the
issued  and  outstanding  shares of Woodcomm International, Inc. in exchange for
15,316,000 shares of common stock of DSAC.  For financial reporting purposes the
business  combination was accounted for as a reverse acquisition with WCI as the
acquirer.  The  historical financial statements prior to the merger are those of
WCI.  The  Company  provides Internet-based voice telecommunication to customers
around  the  world.

The  Company has had minimal sales revenue in the first quarter of 2000 and will
continue  to  have modest revenues over the next twelve months. However, it will
be  necessary  for the Company to secure additional revenues in order to realize
its  business  plan. We are exploring raising funds in a limited offering and/or
private  placement  to  highly sophisticated accredited investors to raise these
required  revenues.  We have not yet determined what is in the best interests of
our  shareholders.

(2)  Summary  of  Product  Research  and  Development.  None  at  this  time.

(3)  Expected  purchase or sale of plant and significant equipment. None at this
time.

(4)  Expected  significant  change  in  the number of employees. As of March 31,
2000, we employed 15 full-time and 10 part-time employees. No significant change
in  the number of employees is anticipated. None of our employees are covered by
collective  bargaining  agreements.


(b)  Discussion  and  Analysis of Financial Condition and Results of Operations.

(1)Three  months  ended  March 31, 2000 compared to the three months ended March
31,  1999.

The  Company's recorded loss for the first quarter in 2000 was $318,703 compared
to  $24,961  for  the same quarter in 1999.  This  $293,742 increase in the loss
was comprised of a slight decease in sales and gross margin significantly offset
by  an  increase  in  general  and  administrative  expenses  of  $244,417.

The $37,237 decrease in sales was due to the competitive nature of the industry.
Although  the Company was able to increase the number of transactions during the
first  quarter of 2000 compared to the first quarter of 1999, the amount charged
for  each  transaction  decreased  resulting  in  a  decrease in sales and gross
margin.

The  increase  of  $244,417  in  general and administrative expense is primarily
attributable  to  an  increase  of  approximately  $85,000  in  consulting  and
professional  fees incurred in connection with the reorganization, Approximately
$38,000  of  an  increase  in  depreciation expense due to the increase in fixed
assets  and  the  amortization  of  the  intangible  asset  and  an  increase of
approximately  $36,000  in  salaries  as  a result of additional employees.  The
remainder of the increase is related to increases in travel related to sales and
marketing  efforts  and  general  office  expense  including  rent  expense  on
additional  equipment  leased  under  operating  leases.

                                        2
<PAGE>

                           PART II: OTHER INFORMATION

                           Item 1.  Legal Proceedings

                                      None

                          Item 2.  Change in Securities

                                      None

                    Item 3.  Defaults Upon Senior Securities

                                      None

           Item 4.  Submission of Matters to Vote of Security Holders

                                      None

                           Item 5.  Other Information

     The Issuer has reviewed its year 2000 compliance issues and determined that
it  will not be affected, for the reason that it owns and operates no computers,
or  other  digital  devices,  and  that  it  has  no  customers  or  suppliers.

                    Item 6.  Exhibits and Reports on Form 8-K

                                      None


                                  Exhibit Index

                       Financial Statements and Documents
               Furnished as a part of this Registration Statement
        Exhibit FQ1-00  Financial Statements (Un-Audited) March 31, 2000


                                   SIGNATURES

Pursuant  to  the requirements of the Securities Exchange Act of 1934, this Form
10-QSB Report for the Quarter ended March 31, 2000, has been signed below by the
following person on behalf of the Registrant and in the capacity and on the date
indicated.

March  31,  2000

                              iDial Networks, Inc.
                                    formerly
                        Desert Springs Acquisitions, Inc.

                                       by


_____/s/_____________    __________/s/_____
Mark  Wood               George  V.  Stein
chairman/DIRECTOR        president/  director

                                        3
<PAGE>


                                 Exhibit FQ1-00

                         Un-Audited Financial Statements
                    for the three months Ended March 31, 2000


                                        4
<PAGE>
                             iDial Networks, Inc.
                               Balance Sheet
<TABLE>
<CAPTION>
<S>                                               <C>           <C>
                                                  March 31,     December 31,
                                                         2000            1999
                                                   (Unaudited)
Current assets
 Cash                                             $   136,104   $      11,481
 Accounts receivable - trade                           24,572          26,614
 Receivable                                                 -         100,000
 Receivable - employees                                 8,691               -
   Total current assets                               169,367         138,095

Property and equipment, net                           263,604         255,587

Other assets
 Intangibles, net                                     204,250         215,000
 Deposits                                               8,855           8,855

Total assets                                      $   646,076   $     617,537

Current liabilities
 Current portion of long-term debt                $    72,312   $      96,416
 Advances from stockholder's                           77,350         119,100
 Accounts payable                                     332,077         347,445
 Accrued consulting fees                                    -          55,000
 Accrued wages                                         25,000          25,000
   Total current liabilities                          506,739         642,961

Long-term debt, net of current portion                631,849         148,385
   Total liabilities                                1,138,588         791,346

Commitments and contingencies

Equity
Common stock, $.01 par value, 100,000,000 shares      185,425         185,425
authorized, 18,542,500 shares issued and
outstanding
Additional paid in capital                            495,575         495,575
Members' capital                                            -               -
Accumulated deficit                                (1,162,762)       (854,809)
   Total stockholders' equity deficit                (492,512)       (173,809)

Total liabilities and stockholders' deficit       $   646,076   $     617,537
</TABLE>

                       See notes to financial statements.



                                        5
<PAGE>
                              iDIAL NETWORKS, INC.

                            Statements of Operations

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>
                                              Three Months Ended
                                              March 31,
                                                             2000          1999
                                                       (Unaudited)

Sales                                         $           373,866   $   411,103

Cost of sales                                             331,401       314,363

Gross profit                                               42,465        96,740

Selling, general and administrative expenses              350,951       106,534

Operating loss                                           (308,486)       (9,794)

Interest expense                                          (10,217)      (15,167)

Net loss                                      $          (318,703)  $   (24,961)

Net loss per share, basic and diluted         $              (.02)  $        **

Weighted average shares outstanding                    14,211,267    14,211,267
</TABLE>



**     Less  than  .01  per  share.

                       See notes to financial statements.



                                        6
<PAGE>


                              iDIAL NETWORKS, INC.

                  Statement of Accumulated Deficit (Unaudited)
 For the Three Months Ended March 31, 2000 and the Year Ended December 31, 1999

<TABLE>
<CAPTION>



<S>                                                      <C>                 <C>           <C>          <C>
                                                         Members' Capital                  Additional
                                                                             Common Stock  Paid-in      Accumulated
                                                         Amount              Shares        Amount       Capital

Balance, December 31, 1998                               $             300              -  $         -  $          -

Reorganization                                                        (300)         1,000            1           299

Issuance of common stock in exchange for accrued wages                   -     11,385,000       11,300       153,700

Issuance of common stock for consulting services                         -      3,930,000       40,150        22,850

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

Stock issued for retirement of debt                                                85,000          850        55,250

Stock issued for fixed assets                                            -        190,000        1,900       123,100

Stock issued for intangible asset                                        -        250,000        2,500       162,500

Stock issued for consulting services                                     -         10,000          100         6,500

Stock issued for cash                                                    -        150,000        1,500        98,500

Net loss                                                                 -              -            -             -

Balance, December 31, 1999                                               -     18,542,500      185,425       495,575

Net loss (unaudited)                                                     -              -            -             -

Balance, March 31, 2000 (unaudited)                      $               -     18,542,500  $   185,425  $    495,575

                                        7
<PAGE>

                              iDIAL NETWORKS, INC.
                  Statement of Accumulated Deficit (Unaudited)
 For the Three Months Ended March 31, 2000 and the Year Ended December 31, 1999
                                     (continued)
<S>                                                      <C>                    <C>
                                                         Total Stockholders'

                                                         Deficit                 (Deficit)

Balance, December 31, 1998                               $           (294,049)  $(293,749)

Reorganization                                                              -           -

Issuance of common stock in exchange for accrued wages                      -     165,000

Issuance of common stock for consulting services                            -      63,000

Exchange of common stock                                                    -           -

Stock issued for retirement of debt                                         -      56,100

Stock issued for fixed assets                                               -     125,000

Stock issued for intangible asset                                           -     165,000

Stock issued for consulting services                                        -       6,600

Stock issued for cash                                                       -     100,000

Net loss                                                             (560,760)   (560,760)

Balance, December 31, 1999                                           (854,809)   (173,809)

Net loss (unaudited)                                                 (318,703)   (318,703)

Balance, March 31, 2000 (unaudited)                      $         (1,173,512)  $(492,512)
</TABLE>




                       See notes to financial statements.

                                        8
<PAGE>

                              iDIAL NETWORKS, INC.

                            Statements of Cash Flows

<TABLE>
<CAPTION>

<S>                                                                                        <C>                   <C>
                                                                                           Three Months Ended
                                                                                           March 31,
                                                                                                          2000       1999
                                                                                                    (Unaudited)
Cash flows from operating activities
 Net loss                                                                                  $          (318,703)  $(24,961)
 Adjustments to reconcile net loss to net cash provided by (used in) operating activities
   Depreciation and amortization                                                                        70,634     34,019
   Changes in assets and liabilities
     Accounts receivable                                                                                 2,042    (88,525)
     Receivable                                                                                        100,000          -
     Receivable - employees                                                                             (8,691)         -
     Accounts payable                                                                                  (15,368)   132,290
     Accrued expenses                                                                                  (55,000)    15,000
     Accrued interest                                                                                        -     15,167
                                                                                                        93,617    107,951
       Net cash (used in) provided by operating activities                                            (225,086)    82,990

Cash flows from investing activities
 Purchase of property and equipment                                                                    (67,901)    (6,197)
 Deposits                                                                                                    -      3,000
       Net cash used in investing activities                                                           (67,901)    (3,197)

Cash flows from financing activities
 Proceeds from issuance of long-term debt                                                              500,000          -
 Net (repayments to) advances from member                                                              (41,750)   (33,400)
 Payments on long-term debt                                                                            (40,640)    (4,588)
       Net cash provided by (used in) financing activities                                             417,610    (37,988)

Increase in cash                                                                                       124,623     41,805

Cash, beginning of year                                                                                 11,481    118,493

Cash, end of year                                                                          $           136,104   $160,298
</TABLE>

                       See notes to financial statements.

                                        9
<PAGE>

                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


Note  1  -  Organization  and  Summary  of  Significant  Accounting  Policies

Organization  and  Business

In  April  1999,  Woodcomm, LLC was reorganized changing from an LLC to a Nevada
Corporation,  Woodcomm  International,  Inc.  (WCI).

In  December  1999,  Desert  Springs  Acquisition  Corporation  (Desert Springs)
acquired  all of the issued and outstanding common shares of WCI in exchange for
15,316,000  shares  of  common stock of Desert Springs.  For financial reporting
purposes,  the  business  combination  was  accounted  for  as  an  additional
capitalization  of the Company (a reverse acquisition with WCI as the acquirer).
WCI  is  considered  the  surviving entity.  The historical financial statements
prior  to  the  merger  are  those  of  WCI.  Desert  Springs  only  assets  and
liabilities  consisted  of  a  liability  for $80,346.  The liabilities were not
assumed  in  the  merger.

In  January  2000,  Desert  Springs  Acquisition  Corp  moved  its  state  of
incorporation  to  Nevada  by  merger  of the Colorado corporation with and into
iDial Networks, Inc. (a Nevada corporation).  The predecessor Company, Woodcomm,
LLC  was  established  in  May  1997  in the state of Nevada.  The Company began
commercial  operations  in June 1998 as a facilities-based wholesale provider of
international  long-distance  telephone  services  into South East Asia from the
United  States.

The  Company  is  providing  Internet-based voice telecommunication to customers
around  the world.  It operates selected communication services, including phone
cards  and Internet enabled telephony.  The Internet triggered calls combine the
flexibility  of  a  computer  (on-line  billing  and  call records) with the low
tariffs  of  USA based carriers via calling centers or direct from home anywhere
in  the  world.

Basis  of  Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
In  the  opinion  of management, all adjustments (consisting of normal recurring
accruals)  considered  necessary  for  a  fair  presentation have been included.
Operating  results  for  the  quarter  ended  March 31, 2000 are not necessarily
indicative  of  the results that may be expected for the year ended December 31,
2000.  For  further  information, refer to the consolidated financial statements
and  footnotes  included  in  the  Company's  annual  report  on  Form  10-KSB.




                                       10
<PAGE>

                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


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

Concentration  of  Credit  Risk

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

Loan  Origination  Fees

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

Advertising  Costs

The  Company  expenses  advertising  costs  as  incurred.

Use  of  Estimates

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

Property  and  Equipment

Property  and  equipment  are  stated  at cost; equipment under capital lease is
stated  at  the lower of fair market value or net present value of minimum lease
payments  at  inception  of  the  leases.  Depreciation  is  computed  using the
straight-line  method  over  the  estimated  useful  lives or lease terms of the
related  assets  of  three  to  five  years.

Intangible  Asset

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

                                       11
<PAGE>
                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


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

Revenue  Recognition

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

Fair  Value  of  Financial  Instruments

The  carrying  amounts  of  financial  instruments  including  cash,  accounts
receivable,  accounts  payable and accrued expenses approximate fair value as of
December  31,  1999,  as  a  result  of  the  relatively short maturity of these
instruments.

The  fair  value  of the notes receivable approximate the carrying value as both
the stated rate and discount rate on the notes approximate the estimated current
market  rate.

Long-Lived  Assets

The  Company  reviews  its  long-lived  assets for impairment whenever events or
changes  in circumstances indicate that the carrying amount of the asset may not
be recovered.  The Company looks primarily to the undiscounted future cash flows
in  its  assessment  of whether or not long-lived assets have been impaired.  At
December  31,  1999,  the  Company  determined  no  impairment  was appropriate.

Income  Taxes

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

Effective  April  1999, the Company was reorganized, changing from an LLC to a C
Corporation.  As  a  result, the Company recognizes deferred tax liabilities and
assets  for  the  expected  future  tax  consequences  of  events that have been
included  in  the  financial  statements  or  tax  returns.  Under  this method,
deferred  tax  liabilities  and  assets  are  determined based on the difference
between  the  financial statements and tax basis of assets and liabilities using
the  enacted  tax  rates  in  effect  for  the year in which the differences are
expected  to  reverse.  The  measurement  of  deferred tax assets is reduced, if
necessary,  by the amount of any tax benefits that, based on available evidence,
are  not  expected  to  be  realized.



                                       12
<PAGE>
                              iDIAL NETWORKS, INC.

                          Notes to Financial Statements


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

Basic  and  Diluted  Net  Loss  Per  Share

The  Company  computes  net  loss per share in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").  Under the provisions
of  SFAS  128  and  SAB  98, basic and diluted net loss per share is computed by
dividing  the  net  loss  available to common stockholders for the period by the
weighted  average  number  of  common  shares  outstanding  for  the  period.

Recently  Issued  Accounting  Pronouncements

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




                                       13
<PAGE>

FORWARD-LOOKING  STATEMENTS  -  CAUTIONARY  STATEMENTS

         This Form 10-Q contains certain "forward-looking statements" within the
meaning  of  Section  27A  of  the  Securities  Act  of  1933,  as  amended (the
"Securities  Act"),  and  Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than statements
of  historical  facts  included in this report regarding the Company's financial
position,  business  strategy  and  plans  and  objectives  of management of the
Company  for  future  operations  are  forward-looking  statements.  These
forward-looking statements are based on the beliefs of the Company's management,
as  well  as  assumptions  made  by  and  information currently available to the
Company's  management.  When  used  in  this  report,  the  words  "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend,"  and  words  or phrases of similar
import,  as  they  relate  to the Company or Company management, are intended to
identify  forward-looking  statements.  Such  statements  (the  "cautionary
statements")  reflect  the  current  view  of the Company with respect to future
events  and  are  subject  to  risks,  uncertainties  and assumptions related to
various  factors  including,  without  limitation,  competitive factors, general
economic  conditions,  customer  relations,  relationships  with  vendors,  the
interest rate environment, governmental regulation and supervision, seasonality,
product  introductions and acceptance, technological change, changes in industry
practices  and  one-time events. Although the Company believes that expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct.  Based  upon changing conditions, should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect,  actual  results  may  vary materially from those described herein as
anticipated,  believed,  estimated, expected or intended. All subsequent written
and  oral  forward-looking  statements  attributable  to  the Company or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary  statements.

IDial  Networks,  Inc.  ("We",  "Our",  "Us" and sometimes the "Company") are an
established  Application  Service  Provider  (ASP)  of  Internet  Protocol  (IP)
Telephony  communications.  Through a reverse merger in December 1999, we became
publicly  traded  with  the  symbol  (OTCBB:IDNW).  Our  web  address  is
www.iDialnetworks.com

We  compete  in  a  business  sector  known  as  Voice  Over IP (VoIP), which is
experiencing  explosive growth and is projected to reach $60 billion in revenues
by  2005,  according  to  Ovum Research. The Internet phenomenon continues, with
International Data Corporation projecting nearly 400 million global users by the
end of 2002. E-Marketer estimates that 9.4 billion e-mail messages are delivered
daily, and TeleGeography projects the international long distance market to grow
to $79 billion by the end of 2001, comprised of 143 billion minutes of LD calls.
All  these  factors  have enabled the more efficient VoIP technology to begin to
change  the  face  of  global  communications.

The Company has integrated the economics of VoIP technology with the convenience
of  conventional telephony to enable web initiated telephone services. With this
Dial  technology,  we  are  able  to  offer  consumers  and businesses telephony
services  at  costs  approaching  the  wholesale  rates of carriers. Unlike some
competitors  who  offer  PC  to  phone  services, iDial's web based services are
provisioned  via  the  Internet but all calls are currently made phone to phone.
The  majority  of  PC  owners do not have microphones and telephony software and
thus  prefer  the  more  familiar  telephone for verbal communications. When the
market  dictates,  iDial will offer PC to Phone and PC to PC telephony services.

The  Company  delivers  high-quality  traditional and VoIP telephony services to
consumers  and  businesses,  with  the  following  benefits:

Low  Cost.  Telephone  calls  are  a  fraction  of  the cost of traditional Long
distance  service.

High  Voice  Quality.  We  offer  high  voice quality by integrating traditional
telephony  and  packet-switching  technologies.

Ease  of  Use  and  Access.  Designed  for  convenience  and ease of access From
anywhere  in  the  world, an internet connection and a standard Internet browser
such as Netscape or Microsoft Internet Explorer is all that is required. Lacking
an  Internet  connection, the customer medial a toll-free or local access number
from  any  telephone  or  fax  machine  in the US to access our network as well.

One-Click  Online  Calling.  iDial  services  enable  users to speak with anyone
worldwide  with  a  single  click  of a button. On-line retailers could use this
technology to connect customers to sales representatives when browsing their web
sites  and  increase  the  likelihood  of  consummating  the  on-line  sale.

Reliable/flexible  Service.  The  technologically advanced design allows for the
expansion  of  the  network capacity by the simple addition of switches, and the
ability  to  seamlessly  reroute  traffic  if  problems  arise.

Ease  of  Payment  and  Online  Account Access. iDial customers are able to make
calls by opening a prepaid account using credit cards, wire transfers or checks,
and  can  access  their  accounts  via  the Internet to view their call history,
account  balances,  or  to  increase  their  prepaid  amounts.

Customer  Support.  The  Company  offers  real-time customer support in multiple
languages,  and  the  integrated  billing  and  call  management system provides
service  representatives  with  immediate  access  to  customer  accounts.

Product  Description.  The  Company  currently  offers traditional prepaid phone
cards  and  VoIP  services  based  on iDial technology under the following brand
names  for  which  various  trade  and  service  marks  are  registered:

NetPhoneCard  -  Web  initiated  worldwide phone calls with US dial tone and low
tariffs.

Phone-Me-Now  -  An  iDial e-commerce tool. A Phone-Me-Now button is placed on a
website  that  allows  a  customer  to  initiate  a  call  to  his  phone from a
representative  of  the  company  that  is  hosting  the  site.

CellPhoneCard  -  Based  upon  ANI recognition of a subscriber's cellular phone,
subscribers  benefit  from  low international tariffs when nationwide calling is
included  in  the  subscriber's  cellular  rate  plan.

CheapPhoneCard  -  Internet  purchased  phone  cards  for  USA  usage.

Product  Development.  The  company has additional VoIP products and services in
development,  targeting  specific  business  to  business  markets,  as  well as
consumers.  It  is  anticipated  these products will be completed and in service
within  the  next  12  months.  They  include:

Conference  Calling  with  up  to  8  participants

SendaCall  -  Prepaid  calls  sent  within  a  virtual greeting card bye-mail to
recipients  anywhere  in  the  world,  allowing  recipient to place free call to
sender.

Web based International Call Center for use by iDial Call Center Agents who will
have  complete  virtual  call  center  capabilities  from  their  web connection
allowing  web  based  call  setup,  billing  and  reporting.

HomePhoneCard  -  Based  upon  ANI  recognition  of  a  subscriber's  home
phone,  low  international  tariffs  available  with  a  local  access  number.

Free PC to PC calls with H.323 compliant technologies like Microsoft NetMeeting,
and  marginal  fees  to  phones  worldwide.

Service  to  Residential  and  Business customers throughout the US on a direct,
post  paid  and  billed  to  your  credit  card  service.

Wireless  Services - The company will continue to expand wireless development to
include areas such as Wireless Access Protocol (WAP) and Bluetooth technologies.

Growth  Strategy

While  a  large  number of VoIP companies have been formed in recent years, most
focus  on  the  build  out and development of international VoIP networks in the
effort  to  capture an ever shrinking high margin revenue base. Little attention
has  been  given  to  domestic  VoIP with bundled service offerings. The Company
believes  that  in this very competitive landscape, offering many voice and data
transmission options, leasing time (or purchasing minutes) on VoIP networks will
quickly  become a commodity business, as the various competitors whittle margins
to  gain  growth and market share. It is imperative to not only offer a quality,
nationwide  network  but to also be an aggressive marketing organization seeking
to  provide  value  added  products  and  services.

The Company intends to leverage its position in the Internet telephony market to
make  communications services readily available worldwide. Its strategy includes
the  following  key  elements:

1)  Drive  Usage  through  Resellers  and  Strategic  Partners. The Company will
promote  its  services  through  direct  sales  and  marketing  and  through
relationships with resellers and leading Internet hardware, software and content
companies. A primary strategy is to offer flat rate global long distance service
to  cable  subscribers  in  a  partnership  with  leading  cable  operators.

2)  Pursue  Multiple  Sources of Revenue. In addition to minutes- based revenue,
the  Company  intends  to pursue new Web-based revenue opportunities from banner
and  audio  advertising.

3)  Enhance Brand Recognition. The Company intends to strengthen and enhance its
brand  recognition  by  cooperatively  marketing its Internet telephony services
with  leading  companies  in  other  market  segments.

4)  Provide  Unique  VoIP  Products  and  Services for Business to Business. The
Company's  current  suite  of  VoIP products will greatly enhance the e-commerce
companies.

Many e-commerce sites have discovered the necessity of having a customer service
representative  talk with potential buyers. However, traditional 800 numbers are
still  relatively expensive, and require some effort on the part of the buyer to
initiate  the  call. With iDial's "Phone-me-now" technology, a simple click of a
button  will  connect  the  buyer  with  the seller's representative at very low
rates. To further lower operating costs, the Company is exploring joint ventures
with  customer  service  centers  in  English speaking countries where wages are
lower,  and  thus  customer  service  becomes  more  affordable  to  e-commerce.

Technical  Support.  The  Company's  network operations center is located at its
corporate  headquarters  in  Dallas,  with gateway equipment also located in Los
Angeles  to  serve  the  Asian  market.  Customer service is provided in several
languages.

Proprietary  Technology.  The  Company uses a combination of its own proprietary
software  applications and commercially available licensed technology to conduct
Internet and telephone routing operations. The Company has developed proprietary
software  which permits a customer to purchase a virtual calling card on the Web
site  using a credit card and to have the virtual calling card account activated
while  on the Web site. Also proprietary are various credit and fraud management
applications  which aid in checking credit and limiting fraudulent transactions.
Additionally, the Company has developed proprietary software that allows for the
real-time  provisioning of customers on the network using a credit card and have
immediate  access  to  multiple  accounts  and services serving the wireless and
residential/soho  markets.

Equipment Requirements.  As the Company increases its services and minutes sold,
it  plans  to install additional equipment in appropriate sites. The first stage
of  network  expansion  projects  will locate gateways in New York and Miami, in
addition  to  the existing Dallas, Los Angeles and Laos  facilities. The Company
will  lease  existing  capacity in other locations until such time as sufficient
business  is  generated  to  warrant  Company  owned  switching  equipment.

The  Company  has  deployed  VoIP  technology with leading manufacturers such as
Cisco  Systems  and  Clarent,  and  contracts  for  carriage with major Internet
backbone suppliers such as Quest and Pacific Gateway.  The company will continue
to expand it's network based on technologies provided by Cisco and Micosoft. The
Company  engineering  staff  consists of five software developers located at the
Company's  90% owned Technology Center in Sri Lanka, as well as two Dallas based
technicians.

Employees.  As  of  March  31,  2000,  we employed 15 full-time and 10 part-time
employees.  None  of  our  employees  are  covered  by  collective  bargaining
agreements.


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