SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              iDial Networks, Inc.

                                   formerly

                        Desert Springs Acquisition Corp.

--------------------------------------------------------------------------------
               (Exact  name  of  registrant  specified  in  its  charter)

Nevada                                                                75-2863583
--------------------------------------------------------------------------------
State or other jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 16990  Dallas  Parkway,  Ste.  106,  Dallas,  TX  75248
--------------------------------------------------------------------------------
              (Address  of  Principal  Executive  Officers)(Zip  Code)

                Employee  and  Consultancy  Fee/Standard  Stock  Issue
--------------------------------------------------------------------------------
                            (Full  title  of  the  plan)

              M.  T.  Wood,  1699  Dallas  Parkway,  Ste.  106, Dallas, TX 75248
--------------------------------------------------------------------------------
                     (Name  and  address  of  agent  for  service)

                                  972-818-1058
--------------------------------------------------------------------------------
          (Telephone  number,  including  area  code,  of  agent  for  service)


--------------------------------------------------------------------------------
                              MARK WOOD, President
                         16990 Dallas Parkway, Suite 106
                                Dallas, TX 75248
                                Tel: 972-818-1058
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
             Communication on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                                 WILLIAM STOCKER
                       The Law Offices of William Stocker
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach, CA 92624
                                Tel:(949)248-9561
                               Fax: (949) 248-1688
--------------------------------------------------------------------------------

                                        1
<PAGE>

                         CALCULATION  OF  REGISTRATION  FEE (1)
================================================================================
                                         Proposed       Proposed
Title  of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount  of
to  be             to be                  price          offering   registration
registered        registered             per  share      price           fee
--------------------------------------------------------------------------------
Common            1,460,000  SHS.          $0.50      $730,000.00      $192.72
================================================================================

   (1)    . The securities of the Issuer are presently trading or listed on the
non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly by reference to the last trading date, August 28, 2000, Average
close, discounted by 33%.

                                        2
<PAGE>

Item  1.  Plan  Information

a)     General  Plan  Information
This  registration  statement  is filed for the purpose of registering shares of
common  stock  that  are being issued to certain officers, directors, employees,
and consultants of the issuer. There are no written agreements with any of these
parties  with  respect  to  this  proposed  issuance, except with respect to the
attached  "Attorney  Disclosure  and  Special  Relationship  Agreements".  The
securities  are  being issued in payment of certain deferred compensation and/or
for  services  rendered  for  the  period  of  January  through  September 2000.

b)  Securities  Being  Offered
The  securities  being  offered  are  1,460,000  shares  of  Common  Stock.

c)     Participants  in  the  Plan
The  following  individuals  will  be  issued  stock  as  shown:

     Mark  Wood  (officer/director)          400,000  Shares
Klaus  Scholz  (officer/director)             20,000  Shares
Supree  Wanapun  (director)                   10,000  Shares
Carl  Battie  (director)                     400,000  Shares
Karl  E.  Rodriguez  (attorney)               60,000  Shares
Ron  Ardt,  JD  (consultant)                  70,000  Shares
Charlie  MaCari  (consultant)                418,367  Shares
Stan  Marjorum  (consultant)                  52,629  Shares
Lazo  Sopov  (consultant)                      6,666  Shares
Sheba  Berkovits  (consultant)                 6,666  Shares
Gary  Hanson  (consultant)                     3,332  Shares
Frank  Katana  (consultant)                    2,580  Shares
Maribeth  Callahan  (consultant)               1,904  Shares
Joe  Spence  (consultant)                      1,352  Shares
Tom  Schutte  (consultant)                     1,352  Shares
Tim  Callahan  (consultant)                      952  Shares
Mary  Callahan  (consultant)                     952  Shares
Jeannette  Callahan  (consultant)                952  Shares
Valeria  Servalle  (consultant)                  666  Shares
     Mark  Berman  (consultant)                  666  Shares
Ivana  Servalle  (consultant)                    466  Shares
Richard  Borrow  (consultant)                    332  Shares
David  Schild  (consultant)                      166  Shares

d)     Purchase  of  Securities  Pursuant to the Plan and Payment for Securities
Offered
The  common  stock  is  being  issued  at  a  value of $0.50 per share, which is
approximately  two-thirds  of the average closing price for the 5 days preceding
this  filing.


Item  3.  Incorporation  of  Certain  Documents  by  Reference.

    The following  documents are  incorporated by reference in the  registration
statement:

     (a) The  registrant's  latest  annual  report  on  Form  10-K,  or,  if the
    financial  statements  therein are more  current,  the  registrant's  latest
    prospectus,  other than the  prospectus  of which this  document  is a part,
    filed pursuant to rule 424 (b) or (c) of the Securities  Exchange Commission
    under  the  Securities  Act  of  1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
    15(d) of the  Securities  Exchange  Act of 1934  since the end of the fiscal
    year  covered  by the annual  report or the  prospectus  referred  to in (a)
    above.


     (d) All documents subsequently filed by the registrant pursuant to Sections
    13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to

                                        3
<PAGE>

    the filing of a post-effective amendment to the registration statement which
    indicates  that all of the shares of common stock  offered have been sold or
    which deregisters all of such shares then remaining unsold,  shall be deemed
    to be  incorporated by reference in the  registration  statement and to be a
    part  hereof  from  the date of  filing  of such  documents.  Any  statement
    contained  in a  document  incorporated  or  deemed  to be  incorporated  by
    reference  herein shall be deemed to be modified or superseded  for purposes
    of this  registration  statement  to the extent that a  statement  contained
    herein or in any  other  subsequently  filed  document  which  also is or is
    deemed to be  incorporated  by reference  herein modifies or supersedes such
    statement. Any such statement so modified or superseded shall not be deemed,
    except  as  so  modified  or  superseded,  to  constitute  a  part  of  this
    registration  statement.

Item  4.  Description  of  Securities.
                                 Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.
                                 Not  applicable.

Item  6.  Indemnification  of  Directors  and  Officers

     Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding  because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to  the fullest extent permitted under the Nevada State Law ("NSL"), as the same
now  exists  or  may  hereafter  be  amended  (but,  in  the  case  of any  such
amendment,  only  to  the  extent that such amendment permits the corporation to
provide  broader  indemnification  rights  than NSL permitted the corporation to
provide prior to such amendment).  Such indemnification shall cover all expenses
incurred  by  an  indemnified  Person (including, but not limited to, attorneys'
fees  and  other  expenses  of  litigation)  and  all  liabilities  and  losses
(including,  but  not limited to, judgments,  fines, ERISA or other excise taxes
or  penalties  and  amounts  paid or to be paid in  settlement) incurred by such
person  in  connection  therewith.

     Notwithstanding  the  foregoing,  except  with  respect to  indemnification
specified  in Section 3 of the  Article,  the  corporation  shall  indemnify  an
Indemnified  Person in connection with a Proceeding (or part thereof)  initiated
by such person only if such  Proceeding  (or part thereof) was authorized by the
board  of  directors  of  the  corporation.



         For  purposes  of  this  Article:

                  (i) a  "Proceeding"  is any  threatened,  pending or completed
                      action,  suit  or  proceeding,  whether  civil,  criminal,
                      administrative or investigative,  and any appeal therefrom
                      and  whether  formal  or  informal;
                  (ii)an  "Indemnified  Person"  is a person who is, was, or had
                      agreed  to  become  a  director  or  an  officer  or  a
                      Delegate,  as  defined  herein,  of the corporation or the
                      legal  representative  of  any  of  the  foregoing;  and
                  (iii) a "Delegate"  is a person  serving at the request of the
                      corporation or a subsidiary of the corporation a director,
                      trustee,  fiduciary,  or officer of such  subsidiary or of
                      another corporation,  partnership, joint venture, trust or
                      other  enterprise.

Item  7.  Exemption  from  Registration  Claimed.
                                 Not  applicable.

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.

                                        4
<PAGE>

Counsel  also  treats  the  following facts: the Attorney Disclosure and Special
Relationship  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 $0.50 per share per $0.50 of
services  performed.


Item  9.  Undertakings

   (a)The  undersigned  registrant  hereby  undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) To include any
prospectus  required by section  10(a)(3) of the  Securities Act of 1933.(ii) To
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  Provided,  however,  that paragraph
(a)(1)(i)  and  (a)(1)(ii)  shall not apply if the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  at that time  shall be  deemed to be the  initial
bonafide  offering  thereof.

     (3) To remove  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

   (b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
     determining any liability under the Securities Act of 1933, each filling of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering  thereof.

   (e) The undersigned  registrant  hereby  undertakes to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934 and, where interim financial  information  required to
     be  presented  by  Article  3 of  Regulation  S-X is not set  forth  in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim  financial  information.

   (h) Insofar as indemnification  for liabilities  arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the  registrant  pursuant  to the  provision  described  in  Item  6, or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the

                                        5
<PAGE>

     event that a claim for indemnification against such liabilities (other that
     the payment by the registrant of expenses incurred or paid by the director,
     officer or controlling  person of the registrant in the successful  defense
     of any action,  suit or proceedings) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication  of  such  issue.




                                   SIGNATURES
Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
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  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto  duly  authorized  ,  in  Dallas,  State  of  Texas,  August 30, 2000.

                                          By  /s/M.  T.  Wood
                                                 M.  T.  Wood
                                                 Chief  Executive  Officer

                                        6
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1

             ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT
--------------------------------------------------------------------------------

                                        7
<PAGE>

                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                KARL E. RODRIGUEZ
                                 ATTORNEY AT LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  Intrepid  ),  and  Desert  Springs Acquisitions Corp a
Colorado Corporation, (hereafter  Intrepid-Client ), and Karl E. Rodriguez, Exim
International,  Inc.'s  General  Counsel,  and  dated  April  22,  1998  .  In
consideration  of  the  mutual  promises  contained herein, and on the terms and
conditions  herein  set  forth,  the  parties  agree  as  follows:

     A.  SUMMARY.

     Desert  Springs Acquisitions Corp has employed Intrepid International, Ltd.
to  perform  certain financial services to Client, some of which services are to
be  provided for Client, and in the Client's name, by attorneys with established
and  continuing  relationship  to  Intrepid. The purpose of this agreement is to
provide  full  written  disclosure,  and to define special character of both the
ostensible  and  actual  relationships  between  the  parties.

     Karl  E.  Rodriguez is actually General Counsel of Exim International, Inc.

     Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special  Securities  Counsel  for  Desert  Springs  Acquisitions  Corp.


     A.  RECITALS


     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the services of Karl E. Rodriguez, attorney at law, as
Special  Securities  Counsel  for  the  Intrepid-Client.

     2.  EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer  or  registered  investment  advisor,  a principal consultant to Intrepid
International,  Ltd.

     3.  EXIM  GENERAL  COUNSEL.  Karl E. Rodriguez, attorney at law, is General
Counsel  to  Intrepid's Consultant, Exim International, Inc., first and foremost
and  always,  and  this paramount status and relationship has been and is hereby
fully  disclosed,  in connection with the Intrepid-Client's consideration of the
potential  services  of  Karl  E.  Rodriguez  as  Special  Counsel  with Limited
Authority,  in  connection  with,  and  only  in  connection  with  the services
requested  and  agreed  to  between  Intrepid  and  the  Intrepid-Client.

     4.  DEFINITION OF  SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception: Exim General Counsel Karl E. Rodriguez is
authorized,  where  appropriate  to  employ the designation  Special Counsel  or
Special  Securities  Counsel  for  the  Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the

                                        8
<PAGE>

Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting  Agreement  of  even  date  herewith.  Exim  General Counsel, Karl E.
Rodriguez  as  between  such  Counsel  and  the  Intrepid-Client,  is  not
Intrepid-Client's  Counsel,  nor counsel to the Intrepid-Client generally, or in
any  other  manner  than  specified in this definition. Special Counsel will not
take  action which is not authorized by the Intrepid-Client nor represent to any
person  any  general  authority  to speak for or bind the Intrepid-Client in any
manner.

     5.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to  any  matter  arising  from  its  relationship to Intrepid or Exim's Counsel.

     6.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.

     A.  SPECIAL  COUNSEL  AGREEMENT


     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel (Intrepid's Counsel) shall invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $250.00/hr, and
such  incidental  secretarial services shall be billable at $85.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible  to  Intrepid  for  the  total  of  its  own and Counsel's billings.

     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

                                        9
<PAGE>

     4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

                          Intrepid International, Ltd.

                                       by


/s/Kirt  W  James                                        /s/Karl  E.  Rodriguez
Kirt  W.  James,  President                                 Karl  E.  Rodriguez
                                                            attorney  at  law


THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                        Desert Springs Acquisitions Corp


Date:
                                       By:
                                 /s/James Bartel
                             James Bartel, President

                                       10
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 2

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                       11
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624


                                 August 30, 2000
To  the  President  and  the
Board  of  Directors
IDial  Networks,  Inc.
16990  Dallas  Parkway,  Ste.  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 $730,000 in
the  form  of  1,460,000  shares  of  common  stock  to  be  registered thereby.

     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.
Neither the Attorney Disclosure and Special Relationship Agreement nor any other
agreements  in connection with the provision of services are  qualified plans
of  any  kind  or sort and 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  $0.50  per  share for $0.50 of services performed. These services were
earned  and the legal and consulting services were duly rendered pursuant to the
respective  agreements,  and  none  of the services billed or performed by legal
counsel  or  consultants were direct or indirect commissions or compensation for
raising  funds  for  the  Issuer.

     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

                                       12
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 28153}]
{"company-data": {"conformed-name": "IDIAL NETWORKS INC", "cik": "0000810932", "assigned-sic": "4813", "irs-number": "841043258", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44940", "film-number": "714748"}, "business-address": {"street1": "16990 DALLAS PARKWAY SUITE 106", "street2": "SUITE 106", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "9492489561"}, "mail-address": {"street1": "16990 DALLAS PARKWAY SUITE 106", "street2": "SUITE 106", "city": "DALLAS", "state": "TX", "zip": "75248"}, "former-company": [{"former-conformed-name": "DESERT SPRINGS ACQUISITION CORP", "date-changed": "19960717"}, {"former-conformed-name": "BARTEL FINANCIAL GROUP INC", "date-changed": "19941021"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              iDial Networks, Inc.

                                   formerly

                        Desert Springs Acquisition Corp.

--------------------------------------------------------------------------------
               (Exact  name  of  registrant  specified  in  its  charter)

Nevada                                                                75-2863583
--------------------------------------------------------------------------------
State or other jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 16990  Dallas  Parkway,  Ste.  106,  Dallas,  TX  75248
--------------------------------------------------------------------------------
              (Address  of  Principal  Executive  Officers)(Zip  Code)

                Employee  and  Consultancy  Fee/Standard  Stock  Issue
--------------------------------------------------------------------------------
                            (Full  title  of  the  plan)

              M.  T.  Wood,  1699  Dallas  Parkway,  Ste.  106, Dallas, TX 75248
--------------------------------------------------------------------------------
                     (Name  and  address  of  agent  for  service)

                                  972-818-1058
--------------------------------------------------------------------------------
          (Telephone  number,  including  area  code,  of  agent  for  service)

--------------------------------------------------------------------------------
                              MARK WOOD, President
                         16990 Dallas Parkway, Suite 106
                                Dallas, TX 75248
                                Tel: 972-818-1058
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
             Communication on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                                 WILLIAM STOCKER
                       The Law Offices of William Stocker
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach, CA 92624
                                Tel:(949)248-9561
                               Fax: (949) 248-1688
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                                        1
CALCULATION  OF  REGISTRATION  FEE (1)
================================================================================
                                         Proposed       Proposed
Title  of                                 maximum        maximum
securities        Amount                 offering       aggregate    Amount  of
to  be             to be                  price          offering   registration
registered        registered             per  share      price           fee
--------------------------------------------------------------------------------
Common            1,460,000  SHS.          $0.50      $730,000.00      $192.72
================================================================================

   (1)    . The securities of the Issuer are presently trading or listed on the
non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly by reference to the last trading date, August 28, 2000, Average
close, discounted by 33%.

                                        2
Item  1.  Plan  Information

a)     General  Plan  Information
This  registration  statement  is filed for the purpose of registering shares of
common  stock  that  are being issued to certain officers, directors, employees,
and consultants of the issuer. There are no written agreements with any of these
parties  with  respect  to  this  proposed  issuance, except with respect to the
attached  "Attorney  Disclosure  and  Special  Relationship  Agreements".  The
securities  are  being issued in payment of certain deferred compensation and/or
for  services  rendered  for  the  period  of  January  through  September 2000.

b)  Securities  Being  Offered
The  securities  being  offered  are  1,460,000  shares  of  Common  Stock.

c)     Participants  in  the  Plan
The  following  individuals  will  be  issued  stock  as  shown:

     Mark  Wood  (officer/director)          400,000  Shares
Klaus  Scholz  (officer/director)             20,000  Shares
Supree  Wanapun  (director)                   10,000  Shares
Carl  Battie  (director)                     400,000  Shares
Karl  E.  Rodriguez  (attorney)               60,000  Shares
Ron  Ardt,  JD  (consultant)                  70,000  Shares
Charlie  MaCari  (consultant)                418,367  Shares
Stan  Marjorum  (consultant)                  52,629  Shares
Lazo  Sopov  (consultant)                      6,666  Shares
Sheba  Berkovits  (consultant)                 6,666  Shares
Gary  Hanson  (consultant)                     3,332  Shares
Frank  Katana  (consultant)                    2,580  Shares
Maribeth  Callahan  (consultant)               1,904  Shares
Joe  Spence  (consultant)                      1,352  Shares
Tom  Schutte  (consultant)                     1,352  Shares
Tim  Callahan  (consultant)                      952  Shares
Mary  Callahan  (consultant)                     952  Shares
Jeannette  Callahan  (consultant)                952  Shares
Valeria  Servalle  (consultant)                  666  Shares
     Mark  Berman  (consultant)                  666  Shares
Ivana  Servalle  (consultant)                    466  Shares
Richard  Borrow  (consultant)                    332  Shares
David  Schild  (consultant)                      166  Shares

d)     Purchase  of  Securities  Pursuant to the Plan and Payment for Securities
Offered
The  common  stock  is  being  issued  at  a  value of $0.50 per share, which is
approximately  two-thirds  of the average closing price for the 5 days preceding
this  filing.

Item  3.  Incorporation  of  Certain  Documents  by  Reference.

    The following  documents are  incorporated by reference in the  registration
statement:

     (a) The  registrant's  latest  annual  report  on  Form  10-K,  or,  if the
    financial  statements  therein are more  current,  the  registrant's  latest
    prospectus,  other than the  prospectus  of which this  document  is a part,
    filed pursuant to rule 424 (b) or (c) of the Securities  Exchange Commission
    under  the  Securities  Act  of  1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
    15(d) of the  Securities  Exchange  Act of 1934  since the end of the fiscal
    year  covered  by the annual  report or the  prospectus  referred  to in (a)
    above.

     (d) All documents subsequently filed by the registrant pursuant to Sections
    13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to

                                        3
the filing of a post-effective amendment to the registration statement which
    indicates  that all of the shares of common stock  offered have been sold or
    which deregisters all of such shares then remaining unsold,  shall be deemed
    to be  incorporated by reference in the  registration  statement and to be a
    part  hereof  from  the date of  filing  of such  documents.  Any  statement
    contained  in a  document  incorporated  or  deemed  to be  incorporated  by
    reference  herein shall be deemed to be modified or superseded  for purposes
    of this  registration  statement  to the extent that a  statement  contained
    herein or in any  other  subsequently  filed  document  which  also is or is
    deemed to be  incorporated  by reference  herein modifies or supersedes such
    statement. Any such statement so modified or superseded shall not be deemed,
    except  as  so  modified  or  superseded,  to  constitute  a  part  of  this
    registration  statement.

Item  4.  Description  of  Securities.
                                 Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel.
                                 Not  applicable.

Item  6.  Indemnification  of  Directors  and  Officers

     Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding  because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to  the fullest extent permitted under the Nevada State Law ("NSL"), as the same
now  exists  or  may  hereafter  be  amended  (but,  in  the  case  of any  such
amendment,  only  to  the  extent that such amendment permits the corporation to
provide  broader  indemnification  rights  than NSL permitted the corporation to
provide prior to such amendment).  Such indemnification shall cover all expenses
incurred  by  an  indemnified  Person (including, but not limited to, attorneys'
fees  and  other  expenses  of  litigation)  and  all  liabilities  and  losses
(including,  but  not limited to, judgments,  fines, ERISA or other excise taxes
or  penalties  and  amounts  paid or to be paid in  settlement) incurred by such
person  in  connection  therewith.

     Notwithstanding  the  foregoing,  except  with  respect to  indemnification
specified  in Section 3 of the  Article,  the  corporation  shall  indemnify  an
Indemnified  Person in connection with a Proceeding (or part thereof)  initiated
by such person only if such  Proceeding  (or part thereof) was authorized by the
board  of  directors  of  the  corporation.

         For  purposes  of  this  Article:

                  (i) a  "Proceeding"  is any  threatened,  pending or completed
                      action,  suit  or  proceeding,  whether  civil,  criminal,
                      administrative or investigative,  and any appeal therefrom
                      and  whether  formal  or  informal;
                  (ii)an  "Indemnified  Person"  is a person who is, was, or had
                      agreed  to  become  a  director  or  an  officer  or  a
                      Delegate,  as  defined  herein,  of the corporation or the
                      legal  representative  of  any  of  the  foregoing;  and
                  (iii) a "Delegate"  is a person  serving at the request of the
                      corporation or a subsidiary of the corporation a director,
                      trustee,  fiduciary,  or officer of such  subsidiary or of
                      another corporation,  partnership, joint venture, trust or
                      other  enterprise.

Item  7.  Exemption  from  Registration  Claimed.
                                 Not  applicable.

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.

                                        4
Counsel  also  treats  the  following facts: the Attorney Disclosure and Special
Relationship  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 $0.50 per share per $0.50 of
services  performed.

Item  9.  Undertakings

   (a)The  undersigned  registrant  hereby  undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) To include any
prospectus  required by section  10(a)(3) of the  Securities Act of 1933.(ii) To
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  Provided,  however,  that paragraph
(a)(1)(i)  and  (a)(1)(ii)  shall not apply if the  information  required  to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  at that time  shall be  deemed to be the  initial
bonafide  offering  thereof.

     (3) To remove  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

   (b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
     determining any liability under the Securities Act of 1933, each filling of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering  thereof.

   (e) The undersigned  registrant  hereby  undertakes to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934 and, where interim financial  information  required to
     be  presented  by  Article  3 of  Regulation  S-X is not set  forth  in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim  financial  information.

   (h) Insofar as indemnification  for liabilities  arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the  registrant  pursuant  to the  provision  described  in  Item  6, or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the

                                        5
event that a claim for indemnification against such liabilities (other that
     the payment by the registrant of expenses incurred or paid by the director,
     officer or controlling  person of the registrant in the successful  defense
     of any action,  suit or proceedings) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication  of  such  issue.

                                   SIGNATURES
Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
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  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto  duly  authorized  ,  in  Dallas,  State  of  Texas,  August 30, 2000.

                                          By  /s/M.  T.  Wood
                                                 M.  T.  Wood
                                                 Chief  Executive  Officer

                                        6
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                                    EXHIBIT 1

             ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT
--------------------------------------------------------------------------------

                                        7
ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                KARL E. RODRIGUEZ
                                 ATTORNEY AT LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  Intrepid  ),  and  Desert  Springs Acquisitions Corp a
Colorado Corporation, (hereafter  Intrepid-Client ), and Karl E. Rodriguez, Exim
International,  Inc.'s  General  Counsel,  and  dated  April  22,  1998  .  In
consideration  of  the  mutual  promises  contained herein, and on the terms and
conditions  herein  set  forth,  the  parties  agree  as  follows:

     A.  SUMMARY.

     Desert  Springs Acquisitions Corp has employed Intrepid International, Ltd.
to  perform  certain financial services to Client, some of which services are to
be  provided for Client, and in the Client's name, by attorneys with established
and  continuing  relationship  to  Intrepid. The purpose of this agreement is to
provide  full  written  disclosure,  and to define special character of both the
ostensible  and  actual  relationships  between  the  parties.

     Karl  E.  Rodriguez is actually General Counsel of Exim International, Inc.

     Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special  Securities  Counsel  for  Desert  Springs  Acquisitions  Corp.

     A.  RECITALS

     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the services of Karl E. Rodriguez, attorney at law, as
Special  Securities  Counsel  for  the  Intrepid-Client.

     2.  EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer  or  registered  investment  advisor,  a principal consultant to Intrepid
International,  Ltd.

     3.  EXIM  GENERAL  COUNSEL.  Karl E. Rodriguez, attorney at law, is General
Counsel  to  Intrepid's Consultant, Exim International, Inc., first and foremost
and  always,  and  this paramount status and relationship has been and is hereby
fully  disclosed,  in connection with the Intrepid-Client's consideration of the
potential  services  of  Karl  E.  Rodriguez  as  Special  Counsel  with Limited
Authority,  in  connection  with,  and  only  in  connection  with  the services
requested  and  agreed  to  between  Intrepid  and  the  Intrepid-Client.

     4.  DEFINITION OF  SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception: Exim General Counsel Karl E. Rodriguez is
authorized,  where  appropriate  to  employ the designation  Special Counsel  or
Special  Securities  Counsel  for  the  Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the

                                        8
Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting  Agreement  of  even  date  herewith.  Exim  General Counsel, Karl E.
Rodriguez  as  between  such  Counsel  and  the  Intrepid-Client,  is  not
Intrepid-Client's  Counsel,  nor counsel to the Intrepid-Client generally, or in
any  other  manner  than  specified in this definition. Special Counsel will not
take  action which is not authorized by the Intrepid-Client nor represent to any
person  any  general  authority  to speak for or bind the Intrepid-Client in any
manner.

     5.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to  any  matter  arising  from  its  relationship to Intrepid or Exim's Counsel.

     6.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.

     A.  SPECIAL  COUNSEL  AGREEMENT

     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel (Intrepid's Counsel) shall invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $250.00/hr, and
such  incidental  secretarial services shall be billable at $85.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible  to  Intrepid  for  the  total  of  its  own and Counsel's billings.

     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

                                        9
4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

                          Intrepid International, Ltd.

                                       by

/s/Kirt  W  James                                        /s/Karl  E.  Rodriguez
Kirt  W.  James,  President                                 Karl  E.  Rodriguez
                                                            attorney  at  law

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                        Desert Springs Acquisitions Corp

Date:
                                       By:
                                 /s/James Bartel
                             James Bartel, President

                                       10
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                                    EXHIBIT 2

                               OPINION OF COUNSEL
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                                       11
LAW OFFICES OF
                                 William Stocker
phone  (949)  248-9561     34700  Pacific Coast Highway, Suite 303     fax (949)
248-1688
                            Capistrano Beach CA 92624

                                 August 30, 2000
To  the  President  and  the
Board  of  Directors
IDial  Networks,  Inc.
16990  Dallas  Parkway,  Ste.  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 $730,000 in
the  form  of  1,460,000  shares  of  common  stock  to  be  registered thereby.

     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.
Neither the Attorney Disclosure and Special Relationship Agreement nor any other
agreements  in connection with the provision of services are  qualified plans
of  any  kind  or sort and 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  $0.50  per  share for $0.50 of services performed. These services were
earned  and the legal and consulting services were duly rendered pursuant to the
respective  agreements,  and  none  of the services billed or performed by legal
counsel  or  consultants were direct or indirect commissions or compensation for
raising  funds  for  the  Issuer.

     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

                                       12