SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                         COMMISSION FILE NO. 33-12029-D




                              IDIAL NETWORKS, INC.
             (Exact name of registrant as specified in its charter)



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




 2204 Timberloch Place, Suite 225, The Woodlands, TX                    77380
 ---------------------------------------------------                 ----------
      (Address of Principal Executive Offices)                       (Zip Code)




           IDIAL NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
                            (Full title of the plan)




                             N & R Ltd. Group, Inc.
                                774 May Boulevard
                                    Suite 10
                          Incline Village, Nevada 89452
                     (Name and address of agent for service)


                                 (954) 578-5333
          (Telephone number, including area code, of agent for service)






                                        1

<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
   Title of          Amount         maximum          maximum        Amount of
 securities to         to be       offering price     aggregate     registration
be registered       registered      per unit        offering price      fee
----------------    ----------     --------------   --------------  ------------

Common Stock        10,000,000      Published         Published      $22.73(1)
$0.005 Par Value      Shares        Bid Price         Bid Price
                                    $0.0075(2)         $75,000


Notes to Table:

(1)      10,000,000  shares x $0.0075 (Bid Price) = $75,000
         $75,000 x 1% x 1/33 = $22.73

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         based on the average of the high and low prices of the Common  Stock of
         the Company on the NASDAQ  Over-The-Counter  Bulletin Board Exchange on
         May 2, 2003.



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a)      The Amended  Registration  Statement on Form  10SB12G/A of the
                  Company filed on April 13, 2000.

         (b)      The Annual Report on Form 10-KSB of the Company for the period
                  ending December 31, 2002.

         (c)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending September 30, 2002.

         (d)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending June 30, 2002.

         (e)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending March 31, 2002.

         (f)      All reports or other  documents filed pursuant to Sections 13,
                  14,  and  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the  "Exchange  Act")  subsequent  to the date of the
                  Registration  Statement,  in each  case  filed by the  Company
                  prior to the  termination  of the  offering of the  securities
                  offered  hereby,  shall be deemed to be a part hereof from the
                  date  of  the  filing  of  such  reports  and  documents.  Any
                  statement contained in a document incorporated or deemed to be
                  incorporated  herein  by  reference  shall  be  deemed  to  be
                  modified or superseded  for the 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  herein by  reference,  modifies or
                  supersedes  such  statement.  Any  statement  so  modified  or
                  superseded  shall  not be  deemed,  except as so  modified  or
                  superseded,   to  constitute  a  part  of  this   Registration
                  Statement.







                                        2

<PAGE>



ITEM 4.           DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum extent permitted by Colorado law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties of his office and the  breach or  failure  to perform  constitutes  self-
dealing, willful misconduct, or recklessness.  Such limitation does not apply to
any  responsibility  of liability  pursuant to criminal statute or liability for
the payment of taxes pursuant to local, state, or federal law. In addition,  the
Company's Bylaws authorize the Company to maintain  liability  insurance for its
directors and officers.

         At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.


ITEM 8.           EXHIBITS.

         (1)      iDial Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)      Opinion of T. Alan Owen, Attorney at Law.

         (3)      Consent of T. Alan Owen

         (4)      Power of Attorney (see page 5 of this Registration Statement)


ITEM 9.           UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the Act, 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 bona fide offer thereof; and



                                        3

<PAGE>



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

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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 bona fide offering thereof.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers, and controlling persons of the registrant,  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 event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  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, as amended,
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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Dallas, Texas, on May 5, 2003.



                                             IDIAL NETWORKS, INC.,
                                             a Nevada corporation



                                             By:  /s/ Mark T. Wood
                                                  -----------------------------
                                                   Mark T. Wood, President

                                             Date: May 5, 2003



                                             By:  /s/ Klaus Schloz
                                                  -----------------------------
                                                   Klaus Schloz, Vice President

                                             Date: May 5, 2003






                                        4

<PAGE>



         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints Mark T. Wood as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting  unto said  attorney-in-  fact and agent full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as such person
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.



                                             IDIAL NETWORKS, INC.,
                                             a Nevada corporation


                                             /s/ Mark T. Wood
                                             -----------------------------------
                                             Mark T. Wood, President

                                             Date: May 5, 2003


                                             /s/ Klaus Scholz
                                             -----------------------------------
                                             Klaus Scholz, Vice President

                                             Date: May 5, 2003





STATE OF TEXAS                      )
                                    )
COUNTY OF HARRIS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Mark T. Wood,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.



                                   -------------------------------------------
                                   Notary Public in and for the State of Texas

My Commission Expires:

-----------------------




                                        5

<PAGE>


STATE OF TEXAS                      )
                                    )
COUNTY OF HARRIS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Klaus  Scholz,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.



                                   -------------------------------------------
                                   Notary Public in and for the State of Texas

My Commission Expires:

-----------------------



                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)




EXHIBIT NO.                                 EXHIBIT

         (1)      iDial Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)      Opinion of T. Alan Owen, Attorney at Law.

         (3)      Consent of T. Alan Owen  (included in opinion  letter filed as
                  Exhibit 2)



                                        6
[{"type": "S-8", "sequence": "1", "filename": "idialnetworksforms8.txt", "description": "IDIAL NETWORKS, INC.", "secsgml_size_bytes": 14476}]
{"company-data": {"conformed-name": "IDIAL NETWORKS INC", "cik": "0000810932", "assigned-sic": "4813", "irs-number": "752863583", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105281", "film-number": "03705067"}, "business-address": {"street1": "16990 DALLAS PARKWAY SUITE 106", "street2": "SUITE 106", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "9728181058"}, "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"}, {"former-conformed-name": "WTS III CAPITAL CORP", "date-changed": "19880225"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         COMMISSION FILE NO. 33-12029-D

                              IDIAL NETWORKS, INC.
             (Exact name of registrant as specified in its charter)

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

 2204 Timberloch Place, Suite 225, The Woodlands, TX                    77380
 ---------------------------------------------------                 ----------
      (Address of Principal Executive Offices)                       (Zip Code)

           IDIAL NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
                            (Full title of the plan)

                             N & R Ltd. Group, Inc.
                                774 May Boulevard
                                    Suite 10
                          Incline Village, Nevada 89452
                     (Name and address of agent for service)

                                 (954) 578-5333
          (Telephone number, including area code, of agent for service)

                                        1
CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
   Title of          Amount         maximum          maximum        Amount of
 securities to         to be       offering price     aggregate     registration
be registered       registered      per unit        offering price      fee
----------------    ----------     --------------   --------------  ------------

Common Stock        10,000,000      Published         Published      $22.73(1)
$0.005 Par Value      Shares        Bid Price         Bid Price
                                    $0.0075(2)         $75,000

Notes to Table:

(1)      10,000,000  shares x $0.0075 (Bid Price) = $75,000
         $75,000 x 1% x 1/33 = $22.73

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         based on the average of the high and low prices of the Common  Stock of
         the Company on the NASDAQ  Over-The-Counter  Bulletin Board Exchange on
         May 2, 2003.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a)      The Amended  Registration  Statement on Form  10SB12G/A of the
                  Company filed on April 13, 2000.

         (b)      The Annual Report on Form 10-KSB of the Company for the period
                  ending December 31, 2002.

         (c)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending September 30, 2002.

         (d)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending June 30, 2002.

         (e)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending March 31, 2002.

         (f)      All reports or other  documents filed pursuant to Sections 13,
                  14,  and  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the  "Exchange  Act")  subsequent  to the date of the
                  Registration  Statement,  in each  case  filed by the  Company
                  prior to the  termination  of the  offering of the  securities
                  offered  hereby,  shall be deemed to be a part hereof from the
                  date  of  the  filing  of  such  reports  and  documents.  Any
                  statement contained in a document incorporated or deemed to be
                  incorporated  herein  by  reference  shall  be  deemed  to  be
                  modified or superseded  for the 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  herein by  reference,  modifies or
                  supersedes  such  statement.  Any  statement  so  modified  or
                  superseded  shall  not be  deemed,  except as so  modified  or
                  superseded,   to  constitute  a  part  of  this   Registration
                  Statement.

                                        2
ITEM 4.           DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum extent permitted by Colorado law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties of his office and the  breach or  failure  to perform  constitutes  self-
dealing, willful misconduct, or recklessness.  Such limitation does not apply to
any  responsibility  of liability  pursuant to criminal statute or liability for
the payment of taxes pursuant to local, state, or federal law. In addition,  the
Company's Bylaws authorize the Company to maintain  liability  insurance for its
directors and officers.

         At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

ITEM 8.           EXHIBITS.

         (1)      iDial Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)      Opinion of T. Alan Owen, Attorney at Law.

         (3)      Consent of T. Alan Owen

         (4)      Power of Attorney (see page 5 of this Registration Statement)

ITEM 9.           UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the Act, 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 bona fide offer thereof; and

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

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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 bona fide offering thereof.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers, and controlling persons of the registrant,  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 event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  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, as amended,
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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Dallas, Texas, on May 5, 2003.

                                             IDIAL NETWORKS, INC.,
                                             a Nevada corporation

                                             By:  /s/ Mark T. Wood
                                                  -----------------------------
                                                   Mark T. Wood, President

                                             Date: May 5, 2003

                                             By:  /s/ Klaus Schloz
                                                  -----------------------------
                                                   Klaus Schloz, Vice President

                                             Date: May 5, 2003

                                        4
KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints Mark T. Wood as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting  unto said  attorney-in-  fact and agent full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as such person
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

                                             IDIAL NETWORKS, INC.,
                                             a Nevada corporation

                                             /s/ Mark T. Wood
                                             -----------------------------------
                                             Mark T. Wood, President

                                             Date: May 5, 2003

                                             /s/ Klaus Scholz
                                             -----------------------------------
                                             Klaus Scholz, Vice President

                                             Date: May 5, 2003

STATE OF TEXAS                      )
                                    )
COUNTY OF HARRIS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Mark T. Wood,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.

                                   -------------------------------------------
                                   Notary Public in and for the State of Texas

My Commission Expires:

-----------------------

                                        5
STATE OF TEXAS                      )
                                    )
COUNTY OF HARRIS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Klaus  Scholz,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 5th day of May, 2003.

                                   -------------------------------------------
                                   Notary Public in and for the State of Texas

My Commission Expires:

-----------------------

                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)

EXHIBIT NO.                                 EXHIBIT

         (1)      iDial Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)      Opinion of T. Alan Owen, Attorney at Law.

         (3)      Consent of T. Alan Owen  (included in opinion  letter filed as
                  Exhibit 2)

                                        6