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Mark T. Wood
PRESIDENT
iDial Networks, Inc.
16990 Dallas Parkway, Suite 106
Dallas TX 75248
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
24843 Del Prado, #318
Dana Point, CA 92629
(949) 248-9561
fax (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IDIAL NETWORKS, INC.
(Exact name of registrant as specified in charter)
formerly
DESERT SPRINGS ACQUISITION CORP.
BARTEL FINANCIAL GROUP, INC.
Nevada 84-1043258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
16990 Dallas Parkway, Suite 106, Dallas TX 75248
(Address of principal executive offices) (Zip Code)
NO PLAN
(STOCK FOR SERVICES)
(Full Title of Plan)
William Stocker
Attorney at Law
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
phone (949) 248-9561 fax (949) 248-1688
(Agent for Service)
October 16, 2000
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered. Registered Offering Price Aggregate Offering Registration
per Unit Price Fee
------------------------------------------------------------------------------------------
0.01 par value 7,750,000 $0.25 $1,937,500 $511.50
Common Stock shares per share
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</TABLE>
1 The securities of the Issuer are presently trading or listed for trading on
the Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly by reference to the last trading date, October, 13, 2000, average
close, discounted by 20%.
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<PAGE>
PART I
ITEM 1. GENERAL INFORMATION
The stock being registered herein is not pursuant to a compensation plan but for
payment of various services rendered to the Corporation. Please see Exhibit 1
Stock for Services List as to a description of the services provided.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference as though fully set
forth herein, and all documents subsequently filed by this Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and a part hereof from the date of filing of such
documents:
(a) The Registrant's Form 10-SB containing Audited Financial Statements for
the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock ( Common Stock ) Registered
under 12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to one vote; all shares of the class share equally in dividends and liquidation
rights. Pursuant to the laws of Nevada a majority of all shareholders entitled
to vote at a shareholders meeting regularly called upon notice may take action
as a majority and give notice to all shareholders of such action. No market
presently exists for the securities of this Issuer.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following provision is contained in the Articles of Incorporation, in
Article IX, provides:
Each Director and officer or former Director or officer or any person
who may have served at the request of this corporation as a Director or officer
of another corporation in which this corporation owns shares of capital stock or
of which this corporation is a creditor (and their heirs, executors, and
administrators) may be indemnified by the corporation against reasonable costs
and expenses incurred by him in connection with any action, suit, or proceeding
to which he may be made a party by reason of his being or having been such
Director or officer, except in relation to any actions, suits, or proceedings in
which he has been adjudged liable because of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office, or in the event of a settlement, each Director and officer (and his
heirs, executors, and administrators) may be indemnified by the corporation
against payments made, including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a resolution
of two-thirds (2/3) of those members of the Board of Directors of the
corporation who are not involved in the action, suit, or proceeding that the
Director or officer has no liability by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the Board of Directors of the corporation are involved in the action, suit, or
2
<PAGE>
proceedings, such determination shall have been made by a written opinion of
independent counsel. Amounts paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable if the action, suit, or proceeding
had been litigated to a conclusion. Such a determination by the Board of
Directors, or by independent counsel, and the payments of amounts by the
corporation on the basis thereof shall not prevent a shareholder from
challenging such indemnification by appropriate legal proceedings on the grounds
that the person indemnified was liable to the corporation or its security
holders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his Office. The
foregoing rights and indemnification shall not be exclusive of any other rights
to which the officers and Directors may be entitled according to law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable. No restricted securities are re-offered or resold pursuant
to this Registration Statement.
ITEM 8. EXHIBITS.
Provided as an exhibit hereto is an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. Counsel also treats the following facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received for services as ordinary income. The Securities are issued in
compensation for services at the rate of $0.25 per share per $0.25 of services
performed.
ITEM 9. UNDERTAKINGS.
Not Applicable.
SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on October 16, 2000.
IDIAL NETWORKS, INC.
A NEVADA CORPORATION
by
/s/Mark T. Wood /s/Klaus Scholz
Mark T. Wood Klaus Scholz
President/Director Secretary/Director
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<PAGE>
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EXHIBIT 1
STOCK FOR SERVICES LIST
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4
<PAGE>
Stock for Services List
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
Name & Address . . . . . . . # of Shares $ Services Description of
Services
------------------------------------------------------------------------------
1. Mark. T. Wood . . . . . . . 2,000,000 500,000.00 Employee
5919 Buffridge Trail Compensation
Dallas TX 75252
------------------------------------------------------------------------------
2. Ms. D. Austin . . . . . . . 1,000,000 250,000.00 Research &
30 Liavendra Drive Development
Carterton, Oxford, England
OX183XR
------------------------------------------------------------------------------
3. Mr. Charlie Macari. . . . . 2,000,000 500,000.00 Research &
15 Burleigh Road Development
Milnathort KY137SS Kinross,
Scotland
------------------------------------------------------------------------------
4. Mr. David Schild. . . . . . 1,000,000 250,000.00 Research &
45 Dunfield Avenue #2301 Development
Toronto M4S2H5
Ontario, Canada
------------------------------------------------------------------------------
5. Karl E. Rodriguez . . . . . 250,000 62,500.00 Legal Services
34700 Pacific Coast Hwy. #303
Capistrano Beach CA 92624
------------------------------------------------------------------------------
6. Mr. Richard Borrow. . . . . 1,000,000 250,000.00 Research &
229 Pannahill Road #4 Development
North York M3H4N9
Ontario Canada
------------------------------------------------------------------------------
7. Ms. Lanette J. Seifert. . . 100,000 25,000.00 Research &
22384 Quail Run Drive Development
Parker, Colorado 80138
------------------------------------------------------------------------------
8. Ms. Pamela Zelman . . . . . 400,000 100,000.00 Research &
1930 Yonge Street #1182 Development
Toronto M45 1Z4 Canada
------------------------------------------------------------------------------
TOTAL:. . . . . . . . . . . . 7,750,000 1,937,500.00
------------------------------------------------------------------------------
</TABLE>
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<PAGE>
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EXHIBIT 2
OPINION OF COUNSEL
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6
<PAGE>
LAW OFFICES OF
William Stocker
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
phone (949) 248-9561 fax (949) 248-1688
October 16, 2000
To the President and the
Board of Directors
iDial Networks, Inc.
16990 Dallas Parkway, Suite 106
Dallas TX 75248
re: Opinion of Special Counsel
Dear Gentlemen:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of $1,937,500
in the form of 7,750,000 shares of common stock to be registered thereby, to
seven individual services providers electing to receive stock for services.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities
Exchange Act of 1934.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
There is no qualified plan of any kind or sort involved, and these issuances are
not qualified for any special tax treatment under State or Federal Law. If and
when issued, the securities would be and must be treated as the equivalent of
cash paid and received back as the purchase of securities. The Securities would
be issued in compensation for services at the rate of $0.25 per share for $0.25
of services performed. These services were duly invoiced pursuant to an agreed
time-fee agreement, and none of the services billed or performed by were direct
or indirect commissions or compensation for raising funds for the Issuer, or
other than actual services provided with the expectation of payment.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel
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<PAGE>
