UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIALEX MINERALS INC.
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 000-29827
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DIALEX MINERALS INC.
--------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0656668
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
Suite 2020, 390 Bay St.
Toronto, Ontario M5H 2Y2
------------------------------------
(Address of principal executive offices)
416 368-6161
-----------------------------------------------------------------------
(Issuer's telephone number)
APPICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF THE LATEST PRACTICABLE DATE: September 30, 2003 - 3,734,526
---------------------------
ITEM 1. FINANCIAL STATEMENTS
DIALEX MINERALS INC.
(Formerly VHS Network, Inc)
FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD
ENDED SEPTEMBER 30, 2003
CONTENTS
Balance Sheet.......................... 3
Statement of Shareholders' Deficit..... 4
Statement of Earnings.................. 5
Statement of Cash Flows................ 7
Notes to Financial Statements.......... 9
2
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Balance Sheets
(prepared by management)
As at As at
September 30 December 31
2003 2002
----------- -----------
(unaudited) (year end,
audited)
Assets $ -- $ --
=========== ===========
Liabilities and shareholders' equity
Liabilities
Bank indebtedness 116 116
Accounts Payable and accrued charges 146,004 246,639
----------- -----------
Total Current Liabilities 146,120 246,755
----------- -----------
Notes Payable, Related Party (note 5) -- 182,027
Advances from, RelatedParty (note 5) 17,850 583,765
Reserve for Loss Contingencies (note 6) 350,000 350,000
----------- -----------
Total Long Term Liabilities 367,850 1,115,792
----------- -----------
Total Liabilities 513,970 1,362,547
----------- -----------
Shareholders Equity
Common Stock: $0.001at Par Value
Authorized: 100,000,000 shares
Issued and outstanding:
September 30, 2003 - 3,734,526 * 37,344 --
December 31, 2002 - 37,354,268 -- 37,344
Preferred Stock:
Authorized: 25,000,000 shares
Issued and outstanding: none
Additional Paid in Capital 3,847,462 3,847,462
Accumulated Deficit (4,398,776) (5,247,353)
----------- -----------
Total Shareholders Equity (513,970) (1,362,547)
----------- -----------
Total Liabilities and shareholders' equity $ -- $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
*After taking into effect a reverse split
of 10 to 1 common shares
September 22, 2003
3
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Statements of Shareholders' Deficit
For The Nine Months Ended September 30, 2003 and 2002
(prepared by management)
Additional
Common Stock Paid-In Accumulated
Shares Par Value Capital Deficit
----------- ----------- ----------- -----------
Deficit - December 31, 2001 22,785,268 $ 22,784 $ 3,637,208 $(4,544,521)
Payment of director fees 1,250,000 1,250 46,750
Payment of consulting services 1,295,000 1,295 51,504
Acquisition of China eMall
Class "B" shares 4,015,000 4,015 --
Partial settlement of GroupMark debt 8,000,000 8,000 112,000
Net gain/(loss) for the year -- -- -- (702,832)
----------- ----------- ----------- -----------
Deficit - December 31, 2002 37,345,268 $ 37,344 $ 3,847,462 $(5,247,353)
Net gain/(loss) for the six month period -- -- -- 848,577
----------- ----------- ----------- -----------
Deficit - September 30, 2003 37,345,268 $ 37,344 $ 3,847,462 $(4,398,776)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
4
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Statements of Operations
For The Three Months Ended September 30, 2003 and 2002
(prepared by management)
For the Three Months ended
September 30 September 30
2003 2002
------------ ------------
(unaudited) (unaudited)
Income:
Sales $ -- $ --
Cost of Goods Sold -- --
------------ ------------
Gross Margin -- --
Operating Expenses:
Agency Fees 600 4,300
Consulting Fees -- --
General and Administrative 4,500 17,270
Management Fees 17,850 89,616
Professional Fees 10,000 6,250
Directors Fees --
Depreciation & Amortization 29,764
------------ ------------
Total Operating Expenses 32,950 147,200
------------ ------------
Operating Gain/(Loss) (32,950) (147,200)
Other (income) and Expenses
Interest Expense 0
Write down of Notes & Trade Payables 0 --
Exchange (Gain)/Loss -- --
------------ ------------
Total Other income and expenses -- --
Net Gain/(Loss) Before Taxes (32,950) (147,200)
Income Taxes -- --
Net Gain/(Loss) $ (32,950) $ (147,200)
Net Gain/(Loss)
Per common share-Basic $ (0.009) $ (0.004)
============ ============
Weighted Average number
of common shares- Basic 3,734,526 37,354,268
============ ============
Net Gain/(Loss) per common
share - diluted $ (0.009) $ (0.004)
============ ============
Weighted Average number
of common shares Diluted 3,734,526 39,854,268
============ ============
*After taking into effect a reverse split
of 10 to 1 common shares
The accompanying notes are an integral part of these financial statements.
5
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Statements of Operations
For The Nine Months Ended September 30, 2003 and 2002
(prepared by management)
For the Nine Months ended
September 30 September 30
2003 2002
------------ ------------
(unaudited) (unaudited)
Income:
Sales $ -- $ 34,276
Cost of Goods Sold -- 8,589
------------ ------------
Gross Margin -- 25,687
Operating Expenses:
Agency Fees 1,800 8,492
Consulting Fees -- 55,927
General and Administrative 4,500 77,358
Management Fees 47,850 224,645
Professional Fees 10,000 25,839
Directors Fees 48,000
Depreciation & Amortization 62,822
------------ ------------
Total Operating Expenses 64,150 503,083
------------ ------------
Operating Gain/(Loss) (64,150) (477,396)
Other (income) and Expenses
Interest Expense 1,857
Write down of Notes & Trade Payables (912,727) --
Exchange (Gain)/Loss -- 2,986
------------ ------------
Total Other income and expenses (912,727) 4,843
Net Gain/(Loss) Before Taxes 848,577 (482,239)
Income Taxes -- --
Net Gain/(Loss) $ 848,577 $ (482,239)
Net Gain/(Loss)
Per common share-Basic $ 0.227 $ (0.013)
============ ============
Weighted Average number
of common shares- Basic 3,734,526* 37,354,268
============ ============
Net Gain/(Loss per common)
share - diluted $ 0.227 $ (0.012)
============ ============
Weighted Average number
of common shares Diluted 3,734,526* 39,854,268
============ ============
*After taking into effect a reverse split
of 10 to 1 common shares
The accompanying notes are an integral part of these financial statements.
6
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Statements of Cashflows
For The Three Months Ended September 30, 2003 and 2002
(prepared by management)
For the Three Months ended
September 30 September 30
2003 2002
--------- ---------
(unaudited) (unaudited)
Net Income (Loss) $ (32,950) $(147,200)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Issuance of Common Stock for directors fees -- --
Issuance of Common Stock for Expenses and Debt -- --
Amortization of Intangible assets -- 26,470
Depreciation -- 3,294
--------- ---------
(32,950) (117,436)
Cash Flow From Operating Activities:
Changes in assets and Liabilities
Receivables -- --
Inventory -- --
Bank Loan -- (15,000)
Accounts Payable 15,100 11,780
--------- ---------
Cash Flow used in operating activities: 15,100 (3,220)
Cash flow from investing activities -- --
Net cash used in investing activities
--------- ---------
Cash Flow From Financing Activities:
Management fees payable, related party 17,850 89,616
Advances from related party 17,270
--------- ---------
Net Cash Generated by Financing activities 17,850 106,886
--------- ---------
(decrease) Increase in cash and cash Equivalents -- (13,770)
Balance at beginning period (116) 13,770
--------- ---------
Balance at end of period $ (116) $ --
========= =========
The accompanying notes are an integral part of these financial statements.
7
DIALEX MINERALS INC.
(Formerly VHS Network Inc.)
Consolidated Statements of Cashflows
For The Nine Months Ended September 30, 2003 and 2002
(prepared by management)
For the Nine Months ended
September 30 September 30
2003 2002
--------- ---------
unaudited) (unaudited)
Net Income (Loss) $ 848,577 $(482,239)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Issuance of Common Stock for directors fees -- 48,000
Issuance of Common Stock for Expenses and Debt -- 132,800
Amortization of Intangible assets -- 52,940
Depreciation -- 9,882
--------- ---------
848,577 (238,617)
Cash Flow From Operating Activities:
Changes in assets and Liabilities
Receivables -- 16,536
Inventory -- (3,296)
Bank Loan -- (28,346)
Accounts Payable (99,975) 39,383
--------- ---------
Cash Flow used in operating activities: (99,975) 24,277
Cash flow from investing activities -- --
Net cash used in investing activities
--------- ---------
Cash Flow From Financing Activities:
Management fees payable, related party (748,602) 153,796
Advances from related party 59,387
--------- ---------
Net Cash Generated by Financing activities (748,602) 213,183
--------- ---------
(decrease) Increase in cash and cash Equivalents -- (1,157)
Balance at beginning period (116) 1,157
--------- ---------
Balance at end of period $ (116) $ --
========= =========
Supplementry Disclosure:
Cash Paid for Interest -- $ 1,857
Conversion of payables into common Stock -- $ 132,800
Common stock issued for services and expenses -- $ 48,000
The accompanying notes are an integral part of these financial statements.
8
DIALEX MINERALS INC.
(FORMERLY VHS NETWORK, INC.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
Company History
Dialex Minerals Inc. (the "Company" or "Dialex") 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. After the merger,
however, 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 Acquisitions, Inc. This completed the forward triangular
merger between Video Home Shopping, Inc. Ronden Acquisitions, 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 Acquisitions, 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 Acquisitions, Inc. a Florida company,
and VHS Network, Inc., a Manitoba, Canada controlled private corporation.
On April 12, 2000, the Company acquired all of 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.
On September 22, 2003 the Company changed its name to Dialex Minerals Inc. and
completed a reverse split of its issued and outstanding common shares on the
basis of ten (10) common shares for one (1) new common share.
1. OPERATIONS
OPERATIONS
The Company has changed its business to that of mineral exploration. The Company
will also seek joint ventures and alliances with third parties in the natural
resource sector.
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.
Basis of Presentation
These financial statements have been prepared in accordance with United States
of America generally accepted accounting principles with the assumption that the
Company will be able to realize its assets and discharge its liabilities in the
normal course of business.
9
The Company has suffered operating losses during the current year and has a
negative working capital and a net capital deficiency that raises doubt as to
its ability to continue as a going concern. Management expects that the Company
will be in a position to obtain the working capital financing required to
support its business operations. The Company's continued existence as a going
concern is dependent upon its ability to attain and maintain profitable
operations and to obtain the necessary financing..
Principals 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.
These consolidated financial statements reflect all adjustments, which are, in
the opinion of management, necessary for a fair presentation of the results for
the interim periods.
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.
Concentration Of Cash
The company at times maintains cash balances in accounts that are not fully
federally insured. Uninsured balances as of September 30,2003 were nil.
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 the 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 various assets. 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 changed to expense as
incurred.
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 the 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 tax 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.
10
Revenue
Sales are recorded for products upon shipment of product to customers and
transfer of title under standard commercial terms.
Comprehensive Income
In 1999, the Company adopted SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for reporting and presentation of
comprehensive income and its components in a fell set of financial statements.
Comprehensive income is presented in the consolidated statements of
shareholders' equity and comprehensive income, and consists of net income and
unrealized gains (losses) on available for sale marketable securities; foreign
currency translation adjustments and changes in market value of future contracts
that qualify as a hedge; and negative equity adjustments recognized in
accordance with SFAS 87. SFAS No. 130 requires only additional disclosures in
the consolidated financial statements and does not affect the Company's
financial position or results of operations. The elements of comprehensive
income for the three-month, six-month and nine-month periods ended September 30,
2002, and 2001 and the year ended December 31, 2001 were minimal.
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 issue able through stock options, warrants, and
other convertible securities when the effect would be dilutive.
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.
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 effect 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. The Company did not
incur any advertising costs for the three-month or nine month periods ending
September 30, 2003 nor for the year ending December 31, 2002
Segments Of An Enterprise And Related Information
The Company follows SFAS No. 131 "Disclosures about Segments of an Enterprise
and Related Information." SFAS No. 131 requires that public business enterprise
report financial and descriptive information about it's reportable operating
segments on the basis that is used internally for evaluating segment performance
and deciding how to allocate resources to segments. Currently, the Company
operates in only one segment.
Reclassifications
Certain amounts in the 2002 financial statements have been reclassified to
conform to the 2003 presentation.
11
Recently Issued Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SAFS 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.
3. INVENTORIES
On April 29, 1998, the Company acquired approximately 32,000 sets of printed art
reproductions. Each set consists of four full-color prints from "The Andover
Series" by artist Jim Perleberg. Each image has a title narrative printed in the
margin and is re-signed, in the plate, by the artist. The Company unsuccessfully
offered these prints for sale through its own web site and other internet web
sites. As the prints did not sell, the company wrote off the inventory at year
end December 31, 2002.
4. INCOME TAXES
No provision for federal and state taxes has been recorded for the nine month
period ended September 30, 2003 and 2002, and the year ended December 31, 2002,
since the Company incurred net operating losses for the year ended December 31,
2002 and the accumulated deficit for the previous periods exceeds the gain for
the period ended September 30, 2003.
5. RELATED PARTY TRANSACTIONS
GroupMark Canada Limited
In 1997, the Company entered into a management service contract with Groupmark
Canada Limited ("Groupmark"), of which the Chairman and Chief Executive Officer
of the Company is the sole shareholder. Under this agreement, Groupmark 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. The contract was terminated on
September 5, 2003.
Amounts due Groupmark pursuant to this management service agreement and other
borrowings as of December 31, 2002 were $583,765. On June 30, 2003 Groupmark
forgave the amount of $ 614,365 representing the entire amount outstanding.
Advances from related parties in for the three and nine month periods ended
September 30, 2003 and amount to $17,850 and represent payables to shareholders
who are currently officers and/or directors of the company. This compares with
$89,616 and $224,645 respectively for the three and nine month periods ended
September 30, 2002
Notes payables due to related parties in the amount of $182,087 were payable to
Groupmark and was non interest bearing and had no specific terms of repayment.
On June 30, 2003 Groupmark forgave the entire amount of the note outstanding.
Balance as at September 30, 2003 was nil.
6. COMMITMENTS AND CONTINGENCIES
Legal
The Company is not currently aware of any legal proceeding or claims that the
Company believes will have individually or in the aggregate, a material adverse
effect on the Company's financial position or results of operations.
12
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) as a result of actions by the former
principal of Video Home Shopping Inc., which has lead to an investigation by the
IRS. The Company has contacted the IRS for information and has no indication
that the investigation concerns the Company directly. Management, nevertheless,
believes that said IRS investigation may relate, in part, to unpaid Federal
Withholding taxes Social Security and Medicare taxes, employer's taxes, and
other payroll taxes and out of prudence, the Company has elected to provide a
reserve of $350,000 to provide for the possibility of such liability to the IRS.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
General
The information in this section should be read together with the consolidated,
unaudited, interim financial statements that are included elsewhere in this Form
10-QSB. These interim financial statements do not contain all disclosures
required under generally accepted accounting principles for annual financial
statements and should therefore be read in conjunction with the most recent
annual financial statements. The significant accounting policies follow that of
the most recently reported annual financial statements.
Dialex has changed the nature of its business to that of mineral exploration.
13
Operations
Results For Three and Nine Months Ended September 30, 2003
For both the three and nine months periods ended September 30, 2003 we had no
revenues compared to no revenues for the three month period and $34,276 for the
nine month period in 2002.
Operating Expenses for the three months ending September 30, 2003 were $32,950
as compared to $147,200 for the three months ended September 30, 2002.
For the nine months ending September 30, 2003 Operating Expenses were $64,150 as
compared to $503,083 for the same period ended September 30, 2002. All
non-essential expenses have been eliminated in an effort to reduce operating
losses.
Amounts totalling $912,727 due to GroupMark Canada Limited and other parties
were forgiven and written off during the year resulting in a balance of $17,850
advanced from related parties at September 30, 2003. This compares with advances
of $583,765 and a note payable of $182,027 for a total of $765,792 owing as at
September 30,2002.
Liquidity And Capital Resources
Revenues for the nine month period ended September 30, 2003 were $NIL as a
result of no activity in the company's internet and technologies ventures. The
ability of the Company to continue as a going concern is dependent on its
ability to generate sales, obtain capital funding and seek other joint ventures
and alliances with third parties.
Changes In Financial Position
Total liabilities decreased to $513,970 on September 30, 2003 from $1,362,547 on
December 31,2003 as a result of the reduction in trade payables with the
settlement of a dispute with a supplier and write-down of related party notes
and advances. Shareholders' equity increased from ($1,362,547) on December
31,2002 to ($513,970) during the first nine months of 2003. The Company has
changed the nature of its business to that of mineral exploration and management
is currently seeking new capital investment, joint ventures and alliances with
third parties.
ITEM 3. CONTROLS & PROCEEDURES
Evaluation Of Disclosure Controls And Proceedures
The Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. Within 90 days prior to the filing of this
report, the Company's Chief Executive Officer and Chief Financial Officer have
reviewed and evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures with the assistance and
participation of other members of management. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information the Company is required to
disclose in the reports it files under the Securities Exchange Act of 1934
within the time periods specified in the SEC's rules and forms.
Changes In Internal Controls
The company has not made any significant changes to its internal controls
subsequent to the Evaluation Date. The company has not identified any
significant deficiencies or material weaknesses or other factors that could
significantly affect these controls, and therefore, no need for corrective
action to be taken.
14
PART 11
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
NONE
ITEM 2. CHANGES IN SECURITIES
On September 5, 2003, the Company announced that it would conduct a reverse
split of its issued and outstanding shares on the basis of 10 common shares for
one new common share. The Company at that date had 37,345,268 common shares
issued and outstanding, after the reverse split there were 3,734,526 common
shares issued and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
ITEM 5. OTHER INFORMATION
Pursuant to a Share Purchase Agreement dated September 5, 2003, Condor has
acquired an aggregate of 20,452,000 common shares of VHS from Elwin Cathcart,
Groupmark Canada Ltd., Forte Management Corp., Regional Hose & Equipment Ltd.,
and John Salowski. In exchange, the selling shareholders will receive shares of
Condor.
ITEM 6. EXHIBITS AND REPORTS.
Exhibits
2.1* Agreement and Plan of Reorganization between VHS Network, Inc. and
Exodus Acquisition Corporation, dated May 6, 2000.
3.1* Articles of Incorporation for VHS Network, Inc.
3.2* Articles of Merger for VHS Network, Inc.
3.3* Articles of Amendment for VHS Network, Inc.
3.4* By-Laws of VHS Network, Inc.
4.1* Specimen Stock Certificate.
10.1* Share Exchange Agreement made April 15, 2000 among VHS Network, Inc.,
China eMall Corporation, Gang Chai, Qin Lu Chai, Uphill Capital Inc.,
Charles He, Qing Wang, and Forte Management Corporation.
10.2* License Agreement between Groupmark Canada Limited, and VHS Network,
Inc. dated January 1, 2000.
10.3* Management Services Agreement between VHS Network, Inc. and Groupmark
Canada Limited, dated April 1997.
10.4* Agreement and Plan of Merger dated as of December 26, 1996 made among
Ronden Vending Corporation and Ronden Acquisition, Inc., Video Home
Shopping, Inc. (A Tennessee Corporation), Progressive Media Group, Inc.
and Pamela Wilkerson.
15
10.5* Agreement and Plan of Merger dated as of December 30, 1996 between
Ronden Vending Corporation and Ronden Acquisition, Inc.
10.6* Agreement and Plan of Reorganization dated April 10, 1997 among VHS
Network, Inc. and VHS Acquisition, Inc. and VHS Network (Canada) Inc.*
10.8** Form of Acquisition Agreement between the Company and TruNet Enterprise
Inc.
10.9 Articles of Amendment to Articles of Incorporation of VHS Network, Inc.
September 5, 2003.
31.1 Certifications Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
To Section 302 Of The Sarbanes-Oxley Act Of 2002
32.1 Certifications Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
To Section 906 Of The Sarbanes-Oxley Act Of 2002
* Previously filed as an exhibit to the Company's Registration Statement on Form
SB2 filed with the Commission and incorporated by reference herein.
** Filed as exhibit 10.8 to the Company's form 10K-SB filed with the Commission
on April 16, 2002 and incorporated by reference herein.
Reports On Form 8-K
On February 12, 2002, the Company filed a Current Report on Form 8-K with the
Commission disclosing the Company's change of accountants
On July 25, 2003, the Company filed a Current Report on Form 8-K with the
Commission disclosing the Company's change of accountants
- --------------------------------------------------------------------------------
On September 22, 2003, the Company filed a Current Report on Form 8-K with the
Commission disclosing change in control of registrant.
- --------------------------------------------------------------------------------
16
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SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DIALEX MINERALS INC.
Date October 28th, 2003 /s/ Alexander G. Stewart
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Alexander G. Stewart
Chief Executive Officer
Date October 28th, 2003 /s/ L. Kirk Boyd
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L. Kirk Boyd
Chief Financial Officer
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