**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-QSB**





(Mark
      One)





x       
      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934




For
      the quarterly period ended June 30, 2005




oTransition
      Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act




For
      the transition period from _____________ to _______________





Commission
      File Number 33-119586





**ENDAVO
      MEDIA AND COMMUNICATIONS, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




**Delaware**
              (State
                or Other Jurisdiction of Incorporation or Organization)
            **87-0642448**
              (IRS
                Employer Identification No.)**50
                West Broadway, Suite 1100**
              **Salt
                Lake City, Utah**
              (Address
                of Principal Executive Offices)
            **84101**
              (Zip
                Code)




**(877)
      721-9627**


(Issuer’s
      Telephone Number, Including Area Code)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes þ No 
o






**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




The
      number of shares of the issuer’s common equity outstanding as of August 1, 2005
      was 17,550,610
      shares of
      common stock, par value $.001.





Transitional
      Small Business Disclosure Format: Yes þ No 
o











**INDEX
      TO FORM 10-QSB FILING**


**FOR
      THE QUARTER ENDED MARCH 31, 2005**





**TABLE
      OF CONTENTS**







**PART
                I.****FINANCIAL
                INFORMATION****Page****Item
                1. Financial Statements****Condensed
                Consolidated Unaudited Balance Sheet****as
                of June 30, 2005**
            **1****Condensed
                Consolidated Unaudited Statements of Operations****for
                the Three- and Six-Month Periods Ended June 30, 2005 and****June
                30, 2004**
            **2****Condensed
                Consolidated Unaudited Statements of Cash Flows****for
                the Six-Month Periods Ended June 30, 2005 and****June
                30, 2004**
            **3****Notes
                to the Condensed Consolidated Unaudited Financial
                Statements**
            **4****Item
                2. Management’s Discussion and Analysis**
            **8****Item
                3. Controls and Procedures**
            **14****PART
                II****OTHER
                INFORMATION****Item
                1. Legal Proceedings**
            **15****Item
                6. Exhibits**
            **15****SIGNATURES**
















**PART
      I - FINANCIAL INFORMATION**





ITEM
      1.  FINANCIAL
      STATEMENTS








ENDAVO
      MEDIA AND COMMUNICATIONS, INC.


CONDENSED
      CONSOLIDATED UNAUDITED BALANCE SHEET


as
      of
      June 30, 2005





**Assets**Current
                assets:Cash
            
            $
            -Accounts
                receivable, net of allowance for doubtful
              accounts
                of $10,715
            
            
            31,807Prepaid
                expenses
            
            
            3,524Deposits
            
            
            46,214Total
                current assets
            
            
            81,545Property
                and equipment, net
            
            
            334,355Asset
                held for sale
            
            
            44,746**Total
                Assets**
            
            $
            460,646**Liabilities
                and Stockholders’ Deficit**Current
                liabilities:Accounts
                payable
            
            
            665,914Bank
                Overdraft
            
            
            2,638Accrued
                payroll and other liabilities
            
            
            523,718Deferred
                revenue
            
            
            294,220Notes
                payable including related parties
            
            
            1,099,320Total
                current liabilities
            
            
            2,585,810Note payable
              (net of
              discount of $1,175,137)
            
            
            249,863Stockholders'
                deficit:Preferred
                stock, $.001 par value; 5,000,000 shares
              Authorized.
                Of the amount authorized 4,500,000 shares have been designated as
                Series
                A, and 100,000 shares as Series B. There are 3,821,197 shares
                of
                Series A issued and outstanding. The liquidation preference of the
                Series A is $4,000.
            
            
            3,821Common
                stock, $.001 par value, voting, 100,000,000
              shares
                authorized, 10,838,186
              shares
                issued and outstanding
            
            
            10,838Additional
                paid-in capital
            
            
            16,815,657Stock
                Subscriptions
            
            
            111,826Accumulated
                deficit
            
            
            (19,317,169
            )Total
                stockholder’s deficit
            
            
            (2,375,027
            )**Total
                liabilities and stockholders' deficit**
            
            $
            460,646





See
            accompanying notes to condensed consolidated financial
            statements.
 1





ENDAVO
      MEDIA AND COMMUNICATIONS, INC.


CONDENSED
      CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS


for
      the
      three- and six-month periods ended June 30, 2005 and June 30, 2004




**Three
                  Months**
                **Ended
                  June 30,**
              
              **Six
                  Months**
                **Ended
                  June 30,**2005
              
              2004
              
              2005
              
              2004Total
                  revenues
              
              $
              44,664
              
              $
              44,221
              
              $
              97,252
              
              $
              111,232Cost
                  of sales
              
              
              (52,666
              )
              
              (94,296
              )
              
              (93,265
              )
              
              (194,039
              )Reversal
                  of Variable Stock Options expense
              
              
              600,000
              
              
              -
              
              
              453,000
              
              
              -Selling,
                  general, and administrative expense
              
              
              (985,287
              )
              
              (637,263
              )
              
              (2,456,252
              )
              
              (1,119,594
              )Loss
                  from operations
              
              
              (393,289
              )
              
              (687,338
              )
              
              (1,999,265
              )
              
              (1,202,401
              )Other
                  income
              
              
              13,045
              
              
              -
              
              
              13,914
              
              
              -Interest
                  expense
              
              
              (251,201
              )
              
              (333,081
              )
              
              (552,593
              )
              
              (676,878
              )Net
                  loss
              
              
              (631,445
              )
              
              (1,020,419
              )
              $
              (2,537,944
              )
              $
              (1,879,279
              )Imputed
                  preferred stock dividend
              
              
              (1,891,493
              )
              
              -
              
              
              (3,782,986
              )Net
                  loss attributable to common shareholders
              
              $
              (2,522,938
              )
              $
              (1,020,419
              )
              $
              (6,320,930
              )
              $
              (1,879,279
              )Net
                  loss per common share - basic and diluted
              
              $
              (
                  .23
              )
              $
              (2.03
              )
              $
              (.62
              )
              $
              (4.82
              )Weighted
                  average shares - basic and diluted
              
              
              10,642,837
              
              
              503,375
              
              
              10,210,465
              
              
              389,813









See
            accompanying notes to condensed consolidated financial
            statements.
 2





ENDAVO
      MEDIA AND COMMUNICATIONS, INC.


CONDENSED
      CONSOLIDATED UNAUDITED STATEMENTS OF CASHFLOWS


for
      the
      six-month periods ended June 30, 2005 and June 30, 2004








**2005**
            
            **2004****Cash
                flows from operating activities:**Net
                loss
            
            $
            (2,537,944
            )
            $
            (1,879,279
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                and amortization
            
            
            35,984
            
            
            77,308Stock
                and Options issued for services
            
            
            (347,294
            )
            
            49,726Amortization
                of deferred compensation
            
            
            687,749
            
            
            41,362Amortization
                of unearned revenue
            
            
            (26,679
            )
            
            (23,227
            )Amortization
                of discount on long-term debt
            
            
            291,305
            
            
            416,792Gain
                on settlement
            
            
            (9,300
            )
            
            -Bad
                Debt Expense
            
            
            
            
            
            20,000Decrease
                (increase) in:Accounts
                receivable
            
            
            (802
            )
            
            (20,646
            )Deposits
                and prepaid expenses
            
            
            (28,214
            )
            
            (16,500
            )Increase
                (decrease) in:Accounts
                payable
            
            
            53,956
            
            
            (115,564
            )Accrued
                liabilities
            
            
            63,026
            
            
            262,928Deferred
                revenue
            
            
            -
            
            
            76,609Net
                cash used in operating activities
            
            
            (1,818,213
            )
            
            (1,110,491
            )**Cash
                flows used in investing activities:**Purchase
                of property and equipment
            
            
            (216,971
            )
            
            (90,333
            )**Cash
                flows from financing activities:**Proceeds
                from issuance of common stock
            
            
            656,638
            
            
            -Proceeds
                from related party note
            
            
            -
            
            
            3,000Proceeds
                on convertible short-term debt
            
            
            1,425,000
            
            
            1,061,500Payments
                on note payable
            
            
            (2,198
            )
            
            (10,788
            )Payments
                on related party note
            
            
            (5,825
            )
            
            (7,465
            )Payments
                on convertible long-term debt
            
            
            (41,442
            )
            
            (6,800
            )Net
                cash provided by financing activities
            
            
            2,032,173
            
            
            1,039,447Net
                (decrease) increase in cashand
                cash equivalents
            
            
            (3,011
            )
            
            (161,377
            )Cash
                and cash equivalents at beginning of period
            
            
            373
            
            
            164,183Cash
                and cash equivalents at end of period
            
            $
            (2,638
            )
            $
            2,806











See
            accompanying notes to condensed consolidated financial
            statements.
 3


ENDAVO
        MEDIA AND COMMUNICATIONS, INC.
 NOTES
        TO
        THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE
      1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





*Principles
      of Consolidation* .
      The
      financial statements reflect the consolidated results of Endavo Media and
      Communications and its wholly owned subsidiaries Susquina Inc. and New Planet
      Resources, Inc. All material inter-company transactions have been eliminated
      in
      the consolidation.





*Reverse
      Stock Split* .
      In the
      third quarter of 2004, the Company completed a reverse stock split whereby
      the
      shareholders received 1 share of stock for every 16 that were previously owned.
      All share and per share amounts in prior periods have been restated to reflect
      the reverse stock split.





*Basis
      of Presentation* .
      The
      accompanying condensed consolidated financial statements are unaudited. Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States have been condensed or omitted pursuant to the rules and
      regulations of the Securities and Exchange Commission. Endavo Media and
      Communications, Inc., (the “Company”) believes that the following disclosures
      are adequate to make the information presented not misleading.




These
      condensed financial statements reflect all adjustments (consisting only of
      normal recurring adjustments) that, in the opinion of management, are necessary
      to present fairly the financial position and results of operations for the
      periods presented.




Interim
      results are not necessarily indicative of the operating results to be expected
      for the full year. These financial statements should be read in conjunction
      with
      the company’s financial statements and notes thereto for the year ended December
      31, 2004 included in the Company’s Annual Report on Form 10-KSB.





*Net
      Loss Per Common Share* .
      Basic
      earnings per share is computed on the basis of the weighted average number
      of
      common shares outstanding. Diluted earnings per share is computed on the basis
      of the weighted average number of common shares outstanding plus the effect
      of
      outstanding stock options using the “treasury stock” method. The earnings per
      common share for the three months ended March 31, 2005 and 2004 have been
      adjusted to give retroactive effect to the one-for-sixteen reverse stock split
      effective September 23, 2004 as if the reverse stock split had occurred on
      January 1, 2004. Options, warrants, convertible debt and convertible preferred
      stock which if exercised or converted would require the company to issue
      approximately 43,328,443 and 80,675 common stock equivalents are not included
      in
      the diluted earnings per share calculation for March 31, 2005 and 2004,
      respectively, since their effect is anti-dilutive.




*Revenue
      Recognition* .
      Revenue ** is
      recognized when a valid contract or purchase order has been executed or
      received, services have been performed or product has been delivered, the
      selling price is fixed or determinable, and collectibility is reasonably
      assured. Payments received prior to performance are recorded as deferred revenue
      and amortized over the estimated service period.





4


ENDAVO
        MEDIA AND COMMUNICATIONS, INC.
 NOTES
        TO
        THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS




*Stock-Based
      Compensation* .
      The
      Company accounts for stock options granted to employees under the recognition
      and measurement principles of APB Opinion No. 25, Accounting for Stock Issued
      to
      Employees, and related Interpretations, and has adopted the disclosure-only
      provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
“Accounting for Stock-Based Compensation.” Accordingly, no compensation expense
      is recognized in the financial statements when options granted under those
      plans
      have an exercise price equal to or greater than the market value of the
      underlying common stock on the date of grant. In July 2005, the Company granted
      335,000 options to employees with an effective date prior to June 30, 2005.
      No
      options were granted during the six months ended June 30, 2004.





Pro
      forma
      net loss and loss per share presented below reflect the results of the Company
      for the first six months of the respective years as if the fair value based
      accounting method described in SFAS No. 148 had been used to account for stock
      and warrant-based compensation costs, net of taxes and forfeitures of prior
      year
      grants:








Three
                Months
              Ended
                June30,
            
            Six
                Months
              Ended
                June30,2005
            
            2004
            
            2005
            
            2004**Pro
                forma impact of fair value method (FAS 148)**Net
                loss attributable to common shareholders
            
            $
            (2,522,938
            )
            $
            (1,020,419
            )
            $
            (6,320,930
            )
            $
            (1,879,279
            )Less:
                Reduction in variable option expense
            
            
            (600,000
            )
            
            0
            
            
            (453,000
            )
            
            0Lesst:
                SFAS No. 148 employee compensation cost
            
            
            (165,300
            )
            
            0
            
            
            (409,000
            )
            
            0Pro
                forma net income
            
            
            (3,288,238
            )
            
            (1,020,419
            )
            
            (7,182,930
            )
            
            (1,879,279
            )**Loss
                per common share**Basic
                and Diluted as reported
            
            $
            (.23
            )
            $
            (2.03
            )
            $
            (.62
            )
            $
            (4.82
            )Basic
                and Diluted - pro forma
            
            
            (.31
            )
            
            (2.03
            )
            
            (.70
            )
            
            (4.82
            )**Weighted
                average Black-Scholes fair value**
              **assumptions**Risk
                free interest rate
            
            
            6
            %
            
            NA
            
            
            6
            %
            
            NAExpected
                life
            
            
            13
                years
            
            
            NA
            
            
            13
                years
            
            
            NAExpected
                volatility
            
            
            192
            %
            
            NA
            
            
            192
            %
            
            NAExpected
                dividend yield
            
            
            0
            
            
            0
            
            
            0
            
            
            0








*Property
      and Equipment* .
      Property and equipment are recorded at cost less accumulated depreciation.
      Depreciation and amortization on property and equipment are determined using
      the
      straight-line method over a five year estimated useful life of the asset.








5




ENDAVO
        MEDIA AND COMMUNICATIONS, INC.
 NOTES
        TO
        THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE
      2—GOING CONCERN




The
      Company has a working capital deficit, a stockholders’ deficit, and recurring
      net losses. These factors create substantial doubt about the Company’s ability
      to continue as a going concern. The financial statements do not include any
      adjustment that might be necessary if the Company is unable to continue as
      a
      going concern.





The
      ability of the Company to continue as a going concern is dependent on the
      Company generating cash from the sale of its common stock or obtaining debt
      financing and attaining future profitable operations. Management’s plans include
      selling its equity securities and obtaining debt financing to fund its capital
      requirements and ongoing operations; however, there can be no assurance the
      Company will be successful in these efforts.





NOTE
      3—SHORT-TERM NOTES PAYABLE





Notes
      payable and convertible notes payable outstanding as of June 30, 2005
      consisted of the following:





On
      February 22, 2005, the Company consummated a private placement of $1,425,000
      principal amount of 8% Senior Secured Convertible Two Year Notes and related
      securities, including common stock warrants and additional investment rights.
      Specifically, this transaction may ultimately result in gross proceeds to the
      Company of $4,275,000 if both the additional investment rights are exercised
      in
      full. In connection with these notes the Company has filed a registration
      statement with the Securities and Exchange Commission registering the shares
      of
      common stock issuable upon conversion of these notes, exercise of the warrants,
      and the shares related to the additional investment rights if they are exercised
      in the future. The Securities and Exchange Commission has declared this filing
      effective.





The
      debt
      is convertible to common stock at a beneficial conversion rate of $0.892 per
      share and1,597,529 warrants to purchase common stock with an exercise price
      of
      $1.27 were issued with the debt. The beneficial conversion feature and the
      warrants resulted in a discount to the notes of $1,425,000 which is being
      amortized over the two year term of the notes. As of June 30, 2005,
      $249,863 has been amortized. As discussed in Note 5, subsequent to the end
      of
      the quarter ended June 30, 2005, the Company and the noteholders agreed to
      adjust the exercise price of the warrants to $0.1425 per share.





Convertible
      notes payable purchased by a funding group totaled $1,397,300 in 2004, for
      total
      debt to the group of $2,261,300. During 2004, $326,000 of these notes were
      converted into 34,097,243, pre-reverse split, shares of the Company’s common
      stock, which were surrendered in exchange for 3,581,585 Series A Convertible
      Preferred Shares. $690,000 of these notes were converted into 1,380,285,
      post-reverse split, shares, leaving a principal amount of $762,800 in
      convertible notes to the group outstanding as of June 30, 2005. The notes are
      due on demand after 121 days past issuance and bear interest at 18% per year.
      The notes are convertible into the Company’s common stock under a beneficial
      conversion rate that resulted in the notes being initially discounted in 2004
      by
      $340,700 all of which was amortized in 2004. The total debt discounts amortized
      during 2004 was approximately $518,700.





6





ENDAVO
      MEDIA AND COMMUNICATIONS, INC.


NOTES
      TO
      THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS






NOTE
      4—COMMON STOCK TRANSACTIONS





The
      Company issued 227,885 shares of common stock for services valued at $41,000
      during the three months ended June 30, 2005.





NOTE
      5 -
      SUBSEQUENT EVENTS





On
      July
      1, 2005, the Company entered into an agreement (the “Exchange Agreement”) with
      investors party to a Securities Purchase Agreement, dated February 22, 2005
      (the
“Purchase Agreement”), to amend the terms and conditions of the warrants to
      purchase 1,597,529 shares of the Company’s common stock (the “Warrants”) issued
      to the investors pursuant to the Purchase Agreement. Pursuant to the Exchange
      Agreement, the exercise price of the Warrants was adjusted from $1.27 per share
      to $0.1425 per share. The investors agreed to waive any anti-dilution rights
      they may have as a result of the reduction in the exercise price of the Warrants
      pursuant to the Exchange Agreement. In addition to the amendment to the exercise
      price, and in order to encourage timely exercise of the Warrants, the Company
      agreed to issue 3.5 shares of the Company’s restricted common stock (“Restricted
      Shares”) to the investors for each share of common stock issuable upon
      conversion of $1,425,000 aggregate principal amount 8% senior secured
      convertible promissory notes issued to such investors pursuant to the Purchase
      Agreement. A total of 5,591,352 restricted shares of common stock were issued
      along with 1,121,072 registered common shares in exchange for the exercise
      of
      Warrants. The Company received proceeds in the cash amount of
      $159,753.







7


ITEM
      2.  MANAGEMENT’S
      DISCUSSION AND ANALYSIS





For
      a
      description of our significant accounting policies and an understanding of
      the
      significant factors that influenced our performance during the three months
      ended June 30, 2005, this “Management’s Discussion and Analysis” should be read
      in conjunction with the Condensed Consolidated Unaudited Financial Statements,
      including the related notes, appearing in Item 1 of this Quarterly Report,
      as
      well as the Company’s Annual Report on Form 10-KSB for the year ended December
      31, 2004. The preparation of this Quarterly Report on Form 10-QSB requires
      us to
      make estimates and assumptions that affect the reported amount of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      our
      financial statements, and the reported amounts of revenue and expenses during
      the reporting period. There can be no assurance that actual results reported
      in
      the future will not differ from those estimates or that revisions of these
      estimates may not become necessary in the future.





**Forward-Looking
      Statements**





This
      Quarterly Report on Form 10-QSB, includes statements that constitute
“forward-looking statements.” These forward-looking statements are often
      characterized by the terms “may,”“believes,”“projects,”“expects,” or
“anticipates,” and do not reflect historical facts. Forward-looking statements
      involve risks, uncertainties and other factors, which may cause our actual
      results, performance or achievements to be materially different from those
      expressed or implied by such forward-looking statements. Factors and risks
      that
      could affect our results and achievements and cause them to materially differ
      from those contained in the forward-looking statements include those identified
      in our Annual Report on Form 10-KSB for the year ended December 31, 2005 in
      the
      section titled “Risk Factors,” as well as other factors that we are currently
      unable to identify or quantify, but may exist in the future.





In
      addition, the foregoing factors may affect generally our business, results
      of
      operations and financial position. Forward-looking statements speak only as
      of
      the date the statement was made. We do not undertake and specifically decline
      any obligation to update any forward-looking statements.





**Executive
      Overview**





This
      section presents summary information regarding our industry and operating trends
      only. For further information regarding the events summarized herein, you should
      read “Management’s Discussion and Analysis” in its entirety.





*Company
      and Industry Overview*





Endavo
      Media and Communications, Inc., first incorporated under the name of CeriStar
      in
      December of 1999 in Delaware, historically has provided integrated broadband
      services, including voice, video and data services, to residential, commercial
      and municipal concerns through IP (Internet Protocol) or fiber communications
      networks. Our historical principal offering has been to provide residential
      subscribers with integrated voice, video and data communications services over
      Fiber-to-the-Premise (FTTP) infrastructure.


These
      communications services include IP telephony services (VoIP), high-speed
      Internet connectivity, and broadcast and “cable” TV services. We continue to
      manage the quality of service (QoS) of the network and provide customer service
      and billing. We also provide engineering, installation and maintenance support
      for the fiber networks that serve existing residential customer base.
      Specifically, we continue to provide certain services to two residential
      communities in the area of Provo, UT. We plan to operate, support and expand
      network facilities in both local and other potential markets as we expand our
      new business plan. However, at this time, we do not intend to expand our
      business of directly providing telecom and Internet services directly to
      residential customers. Our new business plan includes the development of a
      distribution and transaction management system over a digital services delivery
      system that will enable the distribution of digital entertainment and
      communications services to connected customers and communities over a national
      IP “multicast” network and local broadband networks. We call this distribution
      and transaction management system the Endavo EcoSystemTM The initial phase of the
      EcoSystem includes developing a digital content delivery system and marketing
      certain data services (“bandwidth”) in the Utah market and surrounding region,
      under a reseller agreement with WV Fiber, Inc., our national IP network
      partner..





8


On
      September 10, 2002, Endavo merged with a wholly owned subsidiary of
      Planet
      Resources Inc., a non-operating publicly held company, together referred to
      as
      Planet, in which all of our issued and outstanding stock, including Convertible
      Preferred Series A shares and the Convertible Preferred Series B shares, were
      exchanged for shares of Planet Common Stock. Series A and B preferred shares
      were exchanged at a rate of .757 shares for every common share of Planet and
      each share of Endavo common stock was exchanged into .322 shares of Common
      Stock
      of Planet. Just prior to the merger, Planet authorized a 1 for 5.23 reverse
      stock split. The merger was accounted for as a reverse merger with Endavo being
      the accounting acquirer. On October 15, 2002, Planet Resources Inc. was renamed
      CeriStar, Inc., now Endavo Media and Communications, Inc. Since Planet had
      no
      operations for the two years prior to the merger, only Endavo’s financial
      condition and results or operations will be discussed. On September 23, 2004,
      CeriStar, Inc. was renamed Endavo Media and Communications, Inc., in order
      to
      more accurately reflect the new business direction of the company and our
      operating subsidiary became Susquina, Inc.





Until
      we
      achieve substantial revenues or profitability over several quarters, we must
      be
      considered as a start-up entity. Until that time, we remain dependent on
      financing resources for cash flows to meet certain operating expenses and offer
      no assurance of our financial success or economic survival.





*Recent
      Developments*





As
      we
      described in our 10K filing for year-end 2004 and in periodic reports and press
      releases, we have redirected our business plan to develop the facility and
      the
      systems that will enable the distribution of digital entertainment and
      communications services to connected broadband customers and communities. We
      call this distribution and transaction management system the Endavo EcoSystemTM.
      Once our technologies and products are sufficiently developed and tested, we
      plan to market our
“D-Commerce Marketplace” of digital services and content, on a wholesale and
      retail basis, to defined groups of customers. We define the D-Commerce
      Marketplace as any product or service that can be delivered over an IP network.
      This includes individual pieces of media, such as movies, music, books or
      images, and complete digital services, such as VoIP and secure instant messages.
      We intend to initially target our marketing efforts toward owners of video
      and
      audio content and other content and services that can be ‘digitized’ to be
      distributed over an IP network. We also target broadband communities that are
      located within close geographical proximity to, or already connected to, our
      national fiber network.





9


During
      the second quarter ended June 30, 2005, we began our operational transition
      by establishing a data center facility presence in Tampa, FL. From there we
      began installing the systems necessary to begin implementing and marketing
      the
      initial digital content delivery and management systems, which we call
      EnCast TM and
      EnRoute TM .
      EnCast
      is designed to provide a cost effective alternative to the traditional broadcast
      television channel, by delivering content over the Internet and IP Networks
      directly to a broadcast distributor or network service provider for rebroadcast
      to subscribers or viewers. The communications industry refers to this type
      of
      television channel delivery as IP television (IPTV). EnRoute is a combination
      of
      hardware and software that enables programmers and owners of video or audio
      content to digitally deliver content using our IP network, the Internet and
      traffic management services. It is intended that customers who will purchase
      and
      use our EnCast and EnRoute products will often also need our encoding, storage
      and transcoding services in order to properly provision content for IP-based
      delivery.





We
      also
      began developing new products within our EnTrust TM Media
      Management System TM that
      will allow programmers and content owners to remotely preview, manage, select,
      order and deliver their content to customers through web-based applications.





Although
      we began testing and implementing our new products with new potential customers
      during our second quarter ended June 30, 2005, these products are still
      considered to be development-stage. Therefore the functionality and
      marketability of our content delivery systems have not yet been proven. Since
      we
      remain dependent on financing resources, we may not have sufficient capital
      to
      fully develop these new products or expand storage, computer and network
      capacity sufficiently to effectively distribute on behalf of our customers.
      In
      this case, it would be very difficult to maintain customers and market to new
      ones.





During
      the second quarter ended June 30, 2005, we also began marketing connectivity
      to
      the Endavo EcoSystem and data services under a joint marketing and reseller
      agreement with WV Fiber, our national IP multicast network partner located
      in
      Nashville, TN. Under this agreement, Endavo
      and WV Fiber have agreed to share net revenue for data services sold by Endavo,
      serving as agent. We are targeting our marketing efforts in Utah and surrounding
      states, leveraging our existing operations, sales team and relationships in
      the
      region. Implementation of this sales and marketing plan is in its early stages
      and therefore is uncertain.





Although
      the second quarter ended June 30, 2005, has proven to be very difficult for
      us
      in the public marketplace, we have utilized the round of capital provided on
      February 22, 2005 to build and are now ready to launch a digital content
      delivery product in the marketplace. The next steps toward successful launch
      are
      getting contracts for content delivery and management systems and services,
      implementing & delivering those systems and services and then backfilling
      the pipeline with more potential customers. However, because we are a start-up
      entity and depend on financing sources to continue operations and development,
      our main risk is failing to acquire sufficient financing to cover operational
      and capital expenditures necessary for a public company and our business plan.
      Even if we are successful in acquiring financing, we have a secondary risk
      of
      our products and service failing to gain market acceptance and, therefore,
      finding it difficult to acquire new customers and revenue.





10


The
      results of our operations reflect a transition from our company’s historical
      business strategy of serving as direct provider of voice, video and data
      services to our new direction of developing and marketing distribution,
      management and accounting services through the Endavo EcoSystem and over a
      national IP network.








**Results
      of Operations**





Our
      operating results showed a decrease in revenues and other areas of financial
      performance for the three-and six-month periods ended June 30, 2005 as compared
      to the same period in 2004.




**Summary
                  of Operations**
              
              **Three
                  Months**
                **Ended
                  June 30,**
              
              **Six
                  Months**
                **Ended
                  June 30,**2005
              
              2004
              
              2005
              
              2004Revenues
              
              $
              44,664
              
              $
              44,221
              
              $
              97,252
              
              $
              111,232Cost
                  of Revenue
              
              
              (52,666
              )
              
              (94,296
              )
              
              (93,265
              )
              
              (194,039
              )Gross
                  Income (Loss)
              
              
              (8,002
              )
              
              (50,075
              )
              
              3,987
              
              
              (82,807
              )Reversal
                  of variable stock options expense
              
              
              600,000
              
              
              -
              
              
              453,000
              
              
              -Selling,
                  General and Administrative Costs
              
              
              (985,287
              )
              
              (637,263
              )
              
              (2,456,252
              )
              
              (1,119,594
              )Operating
                  (Loss)
              
              
              (393,289
              )
              
              (687,338
              )
              
              (1,999,265
              )
              
              (1,202,401
              )Other
                  Income (Expense)
              
              
              13,045
              
              
              -
              
              
              13,914
              
              
              -Interest
                  Expense
              
              
              (251,201
              )
              
              (333,081
              )
              
              (552,593
              )
              
              (676,878
              )Net
                  (Loss)
              
              $
              (631,445
              )
              $
              (1,020,419
              )
              $
              (2,537,944
              )
              $
              (1,879,279
              )




Our
      revenues increased 1% in the three months ended June 30, 2005 compared to the
      same period in 2004. At the same time, our cost of revenues declined. Our cost
      of revenues also declined as a percentage of our revenues in the same
      comparative periods from 213% to 118%. Selling, general and administrative
      costs
      increased significantly during the three months ended June 30, 2005 as compared
      to the same period in 2004.




Our
      revenues decreased 12.6% in the six months ended June 30, 2005 compared to
      the
      same period in 2004. At the same time, our cost of revenues declined. Our cost
      of revenues also declined as a percentage of our revenues in the same
      comparative periods from 174% to 96%. Selling, general and administrative costs
      increased significantly during the six months ended June 30, 2005 as compared
      to
      the same period in 2004.







11


***Revenues***




Our
      revenues increased to $44,664 in the three-month period ended June 30, 2005
      from
      $44,221 in the same period in 2004. This increase was mainly due to an increase
      in service revenue of $4,215, resulting from an increase in new residential
      customers, and a decrease in revenue of $3,770 from equipment or labor sales.





Our
      revenues decreased to $97,252 in the six-month period ended June 30, 2005 from
      $111,232 in the same period in 2004. This decrease was mainly due to a
      termination of commercial services in 2004 as we began transitioning our
      operations to residential services only.





***Cost
      of Revenues and Gross Margins***




Our
      cost
      of revenues decreased to $52,666 in the three months ended June 30, 2005 from
      $94,296 in the same period in 2004, a decrease of approximately 44%. Our cost
      of
      revenues decreased to $93,265 in the six months ended June 30, 2005 from
      $194,039 in the same period in 2004, a decrease of approximately 52%. This
      significant decrease in cost of revenues was the result of discontinuing
      services to commercial customers and switching to a new bandwidth provider
      in
      the fourth quarter of 2004. We
      discontinued our agreements with our former telecommunications and network
      bandwidth provider, which represented a significant percentage of our cost
      of
      revenues before the transition, and we switched to a new lower cost bandwidth
      provider and began providing our own hosted VoIP services to our residential
      customers directly from our new local operations facility in Orem,
      Utah.




Our
      g ross
      margin on sales in three months ended June 30, 2005 was negative $8,002 compared
      to negative $50,075 in the same period in 2004. For the six months ended
      June 30, 2005, our gross margin increased to $3,987, or a gain of 4%, compared
      to a negative margin of $82,807, or a loss of 74%, during the same period in
      2004, This decreased negative margin was primarily due to decreased costs of
      sales, offset by a decrease in revenues. Although significantly improved, our
      continued negative margin is a result of certain fixed network and facility
      costs associated with hosting a data center and maintaining network connectivity
      necessary to provide voice, video and data services, despite having only a
      small
      number of customers.





***Selling,
      General and Administrative Costs***




Selling,
      general and administrative costs increased significantly to $985,287 in three
      months ended June 30, 2005 compared to $637,263 in the same period in 2004.
      In
      the six months ended June 30, 2005, selling, general and administrative costs
      increased to $2,456,252, compared to $1,119,594 during
      the same period in 2004. The
      increase in these costs was attributable primarily to increases in costs
      associated with payroll, contract labor, employee benefits and consulting
      expenses. The
      increase in contract labor and consulting expenses came largely in the form
      of
      cash and non-cash compensation paid for services rendered in connection with
      our
      corporate restructure and redirection of our business plan.





12


***Other
      Income (Expense)***




**Three
                  Months****Ended
                  June 30,**
              
              **Six
                  Months****Ended
                  June 30,**2005
              
              2004
              
              2005
              
              2004Interest
                  expense
              
              $
              (251,201
              )
              
              (333,081
              )
              $
              (552,593
              )
              $
              (676,879
              )Other
                  income
              
              $
              13,045
              
              
              -
              
              $
              13,914





Interest
      expense decreased in the three-month and six-month periods ended June 30, 2005
      as compared to the same periods in 2004, largely due to the net reduction of
      $1,162,700 in short-term notes payable into common stock in the second half
      of
      2004.





**Liquidity
      and Capital Resources**





In
      the
      second half of 2004, we consolidated our operations in order to focus on our
      new
      business plan. We are currently developing new products and services that we
      intend to market. As a result, we do not yet currently have substantial revenues
      to fund ongoing operations and, therefore, rely upon best-efforts third party
      funding from individual accredited and institutional investors. We do not have
      any significant credit facilities available with financial institutions or
      other
      third parties. During the first half of 2005, we have financed operations
      through the sale of equity and debt securities. Though we have been successful
      at raising capital on a best efforts basis in the past, we can provide no
      assurance that we will be successful in any future funding efforts. If we are
      unable to either obtain financing from external sources or generate internal
      liquidity from operations in the future, we may need to curtail
      operations.





Current
      assets at June 30, 2005 totaled $81,545 as compared to $963,901 in the prior
      quarter ended March 31, 2005 and approximately $53,000 in the quarter ended
      December 31, 2004. This significant decrease from the prior quarter was the
      result of a significant reduction in our cash position as a result of operating
      expenses in conjunction with limited financing activities. Specifically, we
      significantly expanded our payroll in the second quarter and we opened our
      Tampa-based product development and initial data center. We also have purchased
      computers and storage equipment to support our new business launch. During
      the
      six months ended June 30, 2005, we received $116,290 from the exercise of common
      stock warrants and $426,022 from the sale of our common stock.





We
      expect
      that certain of our liabilities listed on the balance sheet under the headings
      “Accounts Payable,”“Accrued Liabilities” and “Note Payable” will be retired by
      issuing stock versus cash during the next 12 months. We may also retire certain
      liabilities.





We
      anticipate that we will incur significantly lower capital expenditures for
      broadband fiber infrastructure as a result of our new emphasis as a distributor
      of IP-based content and services to existing broadband network and service
      providers. Historically, we built out fiber-to-the-premise networks, thereby
      incurring significant capital resources. Until we achieve substantial revenues
      or profitability over several quarters, we must be considered as a start-up
      entity. We have also reduced our operations and SG&A costs as a result of
      consolidating our historical operations. Going forward, however, we anticipate
      that we will incur significantly more capital expenditures as we expect to
      procure new equipment and software systems to be installed into existing network
      facilities that will accommodate the delivery of content and services over
      our
      network or the network of our partners. We anticipate acquiring credit or
      leasing facilities by a third party in order to finance new equipment
      expenditures but can provide no assurance that we will be successful. We also
      anticipate a further increase in operational and SG&A costs, as we
      accelerate the development and launch of new operations in late 2005 or early
      2006.





13


**Going
      Concern**





Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States applicable to a going concern that
      contemplates the realization of assets and the satisfaction of liabilities
      and
      commitments in the normal course of business. Our general business strategy
      is
      unproven, and we have only recently begun to record revenues. To date, we have
      relied primarily on the sale of our equity and debt securities to fund our
      operations. We have incurred losses since our inception and we continue to
      incur
      legal, accounting, and other business and administrative expenses. Our auditor
      has therefore recognized that there is substantial doubt about our ability
      to
      continue as a going concern.





ITEM
      3.  CONTROLS
      AND PROCEDURES





Disclosure
      controls and procedures are designed with an objective of ensuring that
      information required to be disclosed in our periodic reports filed with the
      Securities and Exchange Commission, such as this Quarterly Report on Form
      10-QSB, is recorded, processed, summarized and reported within the time periods
      specified by the Securities and Exchange Commission. Disclosure controls also
      are designed with an objective of ensuring that such information is accumulated
      and communicated to our management, including our chief executive officer and
      chief financial officer, in order to allow timely consideration regarding
      required disclosures.





The
      evaluation of our disclosure controls by our chief executive officer, who is
      also our acting chief financial officer, included a review of the controls’
      objectives and design, the operation of the controls, and the effect of the
      controls on the information presented in this Quarterly Report. Our management,
      including our chief executive officer, does not expect that disclosure controls
      can or will prevent or detect all errors and all fraud, if any. A control
      system, no matter how well designed and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Also,
      projections of any evaluation of the disclosure controls and procedures to
      future periods are subject to the risk that the disclosure controls and
      procedures may become inadequate because of changes in conditions, or that
      the
      degree of compliance with the policies or procedures may
      deteriorate.





Based
      on
      his review and evaluation as of the end of the period covered by this Form
      10-QSB, and subject to the inherent limitations all as described above, our
      chief executive officer, who is also our acting chief financial officer, has
      concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain
      material weaknesses and are not effective.





14


A
      material weakness is a significant deficiency, or a combination of significant
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.





The
      material weaknesses we have identified are the direct result of a lack of
      adequate staffing in our accounting department. Currently, our chief executive
      officer and a controller have sole responsibility for receipts and
      disbursements. We do not employ any other parties to prepare the periodic
      financial statements and public filings. Reliance on these limited resources
      impairs our ability to provide for a proper segregation of duties and the
      ability to ensure consistently complete and accurate financial reporting, as
      well as disclosure controls and procedures. As we grow, and as resources permit,
      we project that we will hire such additional competent financial personnel
      to
      assist in the segregation of duties with respect to financial reporting, and
      Sarbanes-Oxley Section 404 compliance.





We
      believe that we will be able to improve our financial reporting and disclosure
      controls and procedures and remedy the material weakness identified
      above.





**PART
      II - OTHER INFORMATION**





ITEM
      1.  LEGAL
      PROCEEDINGS





On
      April
      14, 2005, we agreed to full and complete settlement of all claims related to
      the
      Wired LLC case in exchange for our payment to Wired in the amount of
      $60,000





We
      have a
      potential claim against us by SGS Associates and General Construction and
      Development, Inc. related to a dispute regarding a contractual agreement to
      provide network engineering and communications services to residential
      communities being developed by SGS and GCD. We have also potential claims or
      counterclaims against SGS and GCD for nonpayment for network plant and equipment
      installation and maintenance under the contract. No claims have been filed
      at
      this time and we expect to settle the matter outside of litigation. If this
      matter should go to litigation, there is an arbitration clause in the
      agreement.





15


ITEM
      6.  EXHIBITS





The
      following exhibits are either attached hereto or incorporated herein by
      reference as indicated:





Exhibit
                Number
            
            Description31
            
            Certification
                of Chief Executive and Chief Financial Officerpursuant to SEC Release No. 33-8238, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 200232
            
            Certification
                of Chief Executive and Chief Financial Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002








16


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




ENDAVO
                MEDIA AND COMMUNICATIONS, INC.Dated:
                August 19, 2005
              
              */s/
                Paul
                D. Hamm*Paul
                D. HammChief
                Executive Officer and Chief Financial
                Officer













EXHIBIT
      INDEX







Exhibit
                Number
            
            Description31
            
            Certification
                of Chief Executive and Chief Financial Officerpursuant to SEC Release No. 33-8238, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 200232
            
            Certification
                of Chief Executive and Chief Financial Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002