SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              DIALEX MINERALS INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           FLORIDA                                            65-0656668
--------------------------------                         -------------------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

56 Temperance Street, Suite 600, Toronto, Ontario                   M5H 3V5
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                           DEBT SETTLEMENT AGREEMENTS
                            (Full title of the plan)

                       Lexis Nexis Document Solutions Inc.
                                1201 Hays Street,
                           Tallahassee, Florida 32301
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


--------------------------------------------------------------------------------
          Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
--------------------- ------------------- -------------------------- -------------------------- ----------------------
                                          Proposed Maximum
Title of Securities   Amount to be        Offering Price per Share   Proposed Maximum           Amount of
to be Registered      Registered          (1) (2)                    Aggregate Offering Price   Registration Fee
--------------------- ------------------- -------------------------- -------------------------- ----------------------
<S>                   <C>                     <C>                    <C>                        <C>
Shares of common      6,004,260           US  $0.13                  $780,554                   $ 98.90
stock ($0.001 par
value)
--------------------- ------------------- -------------------------- -------------------------- ----------------------
</TABLE>
(1) Pursuant to Rule 457,  estimated  solely for the purpose of calculating  the
registration fee.

(2) Based on the  average  of the  closing  bid and ask  prices per share of the
common stock as quoted on the NASD Over-the-Counter  Bulletin Board on March 11,
2004.
<PAGE>
Part II. Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

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

         (a) Our  quarterly  reports on Form 10-QSB filed as follows:  September
         30, 2003 - filed on October 30,  2003;  June 30, 2003 - filed on August
         20, 2003 and amended on September  24, 2003;  March 31, 2003 - filed on
         June 2, 2003 and amended on June 3, 2003.

         (b) Our annual  report on Form 10-KSB for the year ended  December  31,
         2002  filed on May 23,  2003 and  amended  on June 3, 2003 and July 29,
         2003  pursuant to Section 15(d) of the Exchange Act of 1934, as amended
         or the 1934 Act.

         (c) All other documents filed by us after the date of this registration
         statement  under Section  13(a),  13(c),  14 and 15(d) of the 1934 Act,
         after  today's  date  and  prior  to  the  filing  of a  post-effective
         amendment  to this  registration  statement  which  indicates  that all
         securities  offered have been sold or which de-registers all securities
         then  remaining in this  registration  statement and to be part thereof
         from the date of filing of such documents.


Item 4. Description of Securities.

Not applicable.

                                       2
<PAGE>
Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant's  Articles of Incorporation  and Bylaws provide that the company
shall  indemnify any person,  who was or is a party to a proceeding by reason of
the fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  and may indemnify any person, who was or is a party to a proceeding
by reason of the fact that he is or was an employee  or agent of the  Registrant
or is or was serving at the request of the Registrant as an employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be or not  opposed  to the  best  interests  of the
Registrant, in accordance with, and to the full extent permitted by law.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number   Description of Exhibit
------   ----------------------

5        Opinion of Anslow & Jaclin LLP, counsel to the Company

10.1     Debt Settlement Agreement between Company and Kirk L. Boyd

10.2     Debt Settlement Agreement between Company and Gary Brown

10.3     Debt Settlement Agreement between Company and Andrew Currah

10.4     Debt Settlement Agreement between Company and Neil Novak

10.5     Debt Settlement Agreement between the Company and Joseph Sereda

10.6     Debt Settlement Agreement between the Company and Alexander Stewart

10.7     Debt Settlement Agreement between the Company and Wallace Stonehouse

23. Consent of SF Partnership LLP, Auditors to the Company


Item 9. Undertakings.

The undersigned registrant hereby undertakes:

                                       3
<PAGE>

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.

(b) 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; and

(c) 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 paragraphs  (1)(a) and (1)(b) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included  in a  post-effective  amendment  by this  paragraph  is
contained  in  periodic  reports  filed by us  pursuant to Section 13 or Section
15(d) of the 1934 Act that are  incorporated  by reference  in the  registration
statement.

(2) That, for the purpose of determining  any liability under the 1933 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 offering thereof.

(3) 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.

(4) That,  for purposes of  determining  any liability  under the 1933 Act, each
filing of our annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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.

(5) 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
1934 Act; and, where interim financial  information  required to be presented by
Item 310(b) of Regulation S-B 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.

(6) To deliver or cause to be delivered  with the prospectus to each employee to
whom  the  prospectus  is  sent  or  given,  a copy  of  our  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has


                                       4
<PAGE>

received a copy of such report,  in which case the  registration  shall state in
the prospectus that it will promptly  furnish,  without  charge,  a copy of such
report on written  request of the  employee.  If our last  fiscal year has ended
within 120 days prior to the use of the  prospectus,  our annual  report for the
preceding  fiscal  year may be  delivered,  but within such  120-day  period the
annual report for the last fiscal year will be furnished to each employee.


(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not  otherwise  receive such material as our  stockholders,  at the
time and in the manner such material is sent to its stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.

                                   Signatures

The Registrant.  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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toronto in the Province of Ontario on March 16, 2004.

                                               DIALEX MINERALS INC.


                                      By:      /s/ Alexander Stewart
                                               ---------------------------------
                                               Alexander Stewart
                                               President/Director


                                      By:      /s/ Kirk Boyd
                                               ---------------------------------
                                               Kirk Boyd, Director
                                               Principal Financial Officer

                                       5
<PAGE>

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>

Signature                     Title                                                Date
---------                     -----                                                ----
<S>                           <C>                                                  <C>
/s/ Alexander Stewart
-----------------------
Alexander Stewart             President/Principal Executive Officer                March 11, 2004
                              Director

-----------------------
Kirk Boyd                     Principal Financial Officer/Director                 March 11, 2004

</TABLE>


                                       5
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "newdialex-s8.txt", "description": "DIALEX S-8", "secsgml_size_bytes": 12319}]
{"company-data": {"conformed-name": "DIALEX MINERALS", "cik": "0001108028", "assigned-sic": "9995", "irs-number": "650656668", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113707", "film-number": "04677193"}, "business-address": {"street1": "SUITE 600", "street2": "56 TEMPERANCE STREET", "city": "TORONTO", "state": "A6", "zip": "M5H 3V5", "phone": "416-368-7881"}, "mail-address": {"street1": "SUITE 600 - ATTN: ALEXANDER G. STEWART", "street2": "56 TEMPERANCE STREET", "city": "TORONTO", "state": "A6", "zip": "M5H 3V5"}, "former-company": [{"former-conformed-name": "VHS NETWORK INC/CA", "date-changed": "20000515"}, {"former-conformed-name": "EXODUS ACQUISITION CORP", "date-changed": "20000228"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              DIALEX MINERALS INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           FLORIDA                                            65-0656668
--------------------------------                         -------------------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification No.)

56 Temperance Street, Suite 600, Toronto, Ontario                   M5H 3V5
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                           DEBT SETTLEMENT AGREEMENTS
                            (Full title of the plan)

                       Lexis Nexis Document Solutions Inc.
                                1201 Hays Street,
                           Tallahassee, Florida 32301
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

--------------------------------------------------------------------------------
          Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------- ------------------- -------------------------- -------------------------- ----------------------
                                          Proposed Maximum
Title of Securities   Amount to be        Offering Price per Share   Proposed Maximum           Amount of
to be Registered      Registered          (1) (2)                    Aggregate Offering Price   Registration Fee
--------------------- ------------------- -------------------------- -------------------------- ----------------------
Shares of common      6,004,260           US  $0.13                  $780,554                   $ 98.90
stock ($0.001 par
value)
--------------------- ------------------- -------------------------- -------------------------- ----------------------
(1) Pursuant to Rule 457,  estimated  solely for the purpose of calculating  the
registration fee.

(2) Based on the  average  of the  closing  bid and ask  prices per share of the
common stock as quoted on the NASD Over-the-Counter  Bulletin Board on March 11,
2004.
Part II. Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

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

         (a) Our  quarterly  reports on Form 10-QSB filed as follows:  September
         30, 2003 - filed on October 30,  2003;  June 30, 2003 - filed on August
         20, 2003 and amended on September  24, 2003;  March 31, 2003 - filed on
         June 2, 2003 and amended on June 3, 2003.

         (b) Our annual  report on Form 10-KSB for the year ended  December  31,
         2002  filed on May 23,  2003 and  amended  on June 3, 2003 and July 29,
         2003  pursuant to Section 15(d) of the Exchange Act of 1934, as amended
         or the 1934 Act.

         (c) All other documents filed by us after the date of this registration
         statement  under Section  13(a),  13(c),  14 and 15(d) of the 1934 Act,
         after  today's  date  and  prior  to  the  filing  of a  post-effective
         amendment  to this  registration  statement  which  indicates  that all
         securities  offered have been sold or which de-registers all securities
         then  remaining in this  registration  statement and to be part thereof
         from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant's  Articles of Incorporation  and Bylaws provide that the company
shall  indemnify any person,  who was or is a party to a proceeding by reason of
the fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  and may indemnify any person, who was or is a party to a proceeding
by reason of the fact that he is or was an employee  or agent of the  Registrant
or is or was serving at the request of the Registrant as an employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be or not  opposed  to the  best  interests  of the
Registrant, in accordance with, and to the full extent permitted by law.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number   Description of Exhibit
------   ----------------------

5        Opinion of Anslow & Jaclin LLP, counsel to the Company

10.1     Debt Settlement Agreement between Company and Kirk L. Boyd

10.2     Debt Settlement Agreement between Company and Gary Brown

10.3     Debt Settlement Agreement between Company and Andrew Currah

10.4     Debt Settlement Agreement between Company and Neil Novak

10.5     Debt Settlement Agreement between the Company and Joseph Sereda

10.6     Debt Settlement Agreement between the Company and Alexander Stewart

10.7     Debt Settlement Agreement between the Company and Wallace Stonehouse

23. Consent of SF Partnership LLP, Auditors to the Company

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

                                       3
(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.

(b) 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; and

(c) 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 paragraphs  (1)(a) and (1)(b) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included  in a  post-effective  amendment  by this  paragraph  is
contained  in  periodic  reports  filed by us  pursuant to Section 13 or Section
15(d) of the 1934 Act that are  incorporated  by reference  in the  registration
statement.

(2) That, for the purpose of determining  any liability under the 1933 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 offering thereof.

(3) 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.

(4) That,  for purposes of  determining  any liability  under the 1933 Act, each
filing of our annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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.

(5) 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
1934 Act; and, where interim financial  information  required to be presented by
Item 310(b) of Regulation S-B 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.

(6) To deliver or cause to be delivered  with the prospectus to each employee to
whom  the  prospectus  is  sent  or  given,  a copy  of  our  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has

                                       4
received a copy of such report,  in which case the  registration  shall state in
the prospectus that it will promptly  furnish,  without  charge,  a copy of such
report on written  request of the  employee.  If our last  fiscal year has ended
within 120 days prior to the use of the  prospectus,  our annual  report for the
preceding  fiscal  year may be  delivered,  but within such  120-day  period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not  otherwise  receive such material as our  stockholders,  at the
time and in the manner such material is sent to its stockholders,  copies of all
reports,   proxy  statements  and  other   communications   distributed  to  its
stockholders generally.

                                   Signatures

The Registrant.  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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Toronto in the Province of Ontario on March 16, 2004.

                                               DIALEX MINERALS INC.

                                      By:      /s/ Alexander Stewart
                                               ---------------------------------
                                               Alexander Stewart
                                               President/Director

                                      By:      /s/ Kirk Boyd
                                               ---------------------------------
                                               Kirk Boyd, Director
                                               Principal Financial Officer

                                       5
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.
Signature                     Title                                                Date
---------                     -----                                                ----
/s/ Alexander Stewart
-----------------------
Alexander Stewart             President/Principal Executive Officer                March 11, 2004
                              Director

-----------------------
Kirk Boyd                     Principal Financial Officer/Director                 March 11, 2004
5