FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the quarter ended:              December 31, 2002

Commission file number:             333-42640

                               ENDO NETWORKS, INC.
                   -------------------------------------------
             (exact name of registrant as specified in its charter)


Nevada                                                         75-2882833
-----------------------                                        ----------
(State of Incorporation)                                      (IRS ID No.)


        2425 Dunwin Drive, Unit #3, Mississauga, Ontario, Canada   L5L 3T5
  -----------------------------------------------------------------------------
               (Address of principal executive offices)           (Zip code)

Registrant's telephone number, including area code: 905-820-8800

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve 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 [x]
No [ ].


Shares of common stock outstanding at December 31, 2002:

                                   12,568,866








<PAGE>



                                TABLE OF CONTENTS



PART I _ FINANCIAL INFORMATION                                       Page Number


Item  1. Financial Statements                                             1 - 4


Item  2. Managements's Discussion and Analysis
          of Financial Condition and Results of Operations                5 - 7


PART II _ OTHER INFORMATION

Item 1.  Legal Proceedings                                                  8

Item 2.  Changes in Securities                                              8

Item 3.  Defaults Upon Senior Securities                                    8

Item 4.  Submission of Matters to a Vote of Security Holders                8

Item 5.  Exhibits and Reports on Form 8-K                                   8

Signatures                                                                  9

Certifications Pursuant to 18 U.S.C. Section 1350                           10











<PAGE>
<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                                 BALANCE SHEETS
                    December 31, 2002 and September 30, 2002

                                     ASSETS
                                     ------
                                                                                    Dec 31, 2002        Sept 30, 2002
                                                                                  -----------------    -----------------
<S>                                                                               <C>                  <C>

CURRENT ASSETS:
    Cash                                                                                    $1,859              $18,903
    Accounts receivable                                                                     77,028               69,771
    Deposits with customers                                                                      0
    Inventory parts                                                                         14,964               12,700
    Prepaid expenses                                                                        51,096               50,705
                                                                                  -----------------    -----------------
    Total current assets                                                                   144,947              152,079

PROPERTY AND EQUIPMENT, net of accumulated
      depreciation of $156,752 and $125,339 respectively                                   385,774              422,670

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

TOTAL ASSETS                                                                              $530,721             $574,749
                                                                                  =================    =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

LIABILITIES
    Accounts payable                                                                       $66,523              $45,439
    Accrued expenses                                                                       103,875               85,335
    Capitalized leases - current                                                           141,536              142,057
                                                                                  -----------------    -----------------
    Total current liabilities                                                              311,934              272,831

    Capitalized leases - non current                                                       154,083              185,767
                                                                                  -----------------    -----------------

TOTAL LIABILITIES                                                                          466,017              458,598

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 50,000,000 authorized,
         12,568,866 and 12,229,966 shares issued and outstanding                            12,569               12,569
    Subscriptions receivable                                                               (25,308)             (25,308)
    Additional paid-in-capital                                                             292,446              292,446
    Accumulated deficit                                                                   (215,003)            (163,556)
                                                                                  -----------------    -----------------
        Total Stockholders' Equity                                                          64,704              116,151
                                                                                  -----------------    -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $530,721             $574,749
                                                                                  =================    =================

</TABLE>



See accompanying notes to interim condensed financial statements             F-1

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                             STATEMENT OF OPERATIONS
                  Three Months Ended December 31, 2002 and 2001




                                                        Three Months         Three Months
                                                           Ended                Ended
                                                        Dec 31, 2002         Dec 31, 2001
                                                      -----------------    -----------------
<S>                                                   <C>                  <C>


Revenue                                                       $111,671              $57,924
Cost of Goods Sold                                              80,605
                                                      -----------------    -----------------
Gross Profit                                                    31,066               57,924


Operating Expense:
    Depreciation and amortization                                2,729               36,733
    General and administrative                                  80,304               93,749
                                                      -----------------    -----------------
        Total Operating Expense                                 83,033              130,482

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

NET INCOME                                                    ($51,967)            ($72,558)
                                                      =================    =================



Weighted average shares outstanding                         12,565,866           12,091,401
                                                      =================    =================

Loss per share - basic and diluted                              ($0.00)              ($0.00)
                                                      =================    =================

</TABLE>


















See accompanying notes to interim condensed financial statements             F-2

<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.


                             STATEMENT OF CASH FLOWS
                  Three Months Ended December 31, 2002 and 2001




                                                                                    Three Months         Three Months
                                                                                       Ended                Ended
                                                                                    Dec 31, 2002         Dec 31, 2001
                                                                                  -----------------    -----------------
<S>                                                                               <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                              ($51,967)            ($72,558)
    Adjustments to reconcile net loss to net
            cash (used) by operating activities:
                Items not requiring cash - depreciation and amortization                    36,896               36,733
                Increase in accounts receivable                                             (7,257)             (27,072)
                Decrease in deposits                                                                             10,376
                Increase in parts inventory                                                 (2,264)
                Increase in prepaid expenses                                                  (391)                (320)
                Increase in accounts payable & accrued expenses                             39,624               25,299

                                                                                  -----------------    -----------------
NET CASH (USED) BY OPERATING ACTIVITIES:                                                    14,641              (27,542)


CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of assets                                                                                          (85,992)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                                                                         95,644
    Subscriptions receivable                                                                                     19,800
    Proceeds from (payments on) lease financing                                            (32,205)              44,898
    Gain / loss from currency fluctuations                                                     520                1,132
                                                                                  -----------------    -----------------
    Total cash flows from financing activities                                             (31,685)             161,474

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

NET INCREASE IN CASH                                                                      ($17,044)             $47,940

CASH, BEGINNING OF PERIOD                                                                   18,903                  352
                                                                                  -----------------    -----------------

CASH, END OF PERIOD                                                                         $1,859              $48,292
                                                                                  =================    =================

</TABLE>













See accompanying notes to interim condensed financial statements             F-3

<PAGE>


                               ENDO NETWORKS, INC.

                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                December 31, 2002

Note A - Presentation

The condensed  balance sheet of the Company as of December 31, 2002, the related
condensed  statements of operations for the three months ended December 31, 2002
and 2001,  and the  statement of cash flows for the three months ended  December
31, 2002 and 2001 included in the  condensed  financial  statements  include all
adjustments (consisting of normal, recurring adjustments) necessary to summarize
fairly the Company's  financial position and results of operations.  The results
of operations for the three months ended  December 31, 2002 are not  necessarily
indicative of the results of  operations  for the full year or any other interim
period.  The  information  included  in  this  Form  10-QSB  should  be  read in
conjunction with Management's  Discussion and Analysis and Financial  Statements
and notes thereto included in the Company's September 30, 2002 Form 10-KSB.


















                                                                             F-4


<PAGE>

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

Plan of Operation & Managements  Discussion and Analysis of Financial  Condition
and Results of Operations

INTRODUCTION
The following discussion is the quarterly  management's  discussion and analysis
for the three month  period  ending  December  31, 2002.  Endo  Networks,  Inc.,
incorporated  in Nevada and its wholly owned  subsidiary,  Endo Networks,  Inc.,
incorporated in Ontario are  collectively  referred to as "Endo Networks" or the
"Corporation".  In this  discussion,  all amounts are expressed in US funds.

We wish to caution  readers that this report  includes  certain  forward-looking
information  and statements  within the meaning of US federal  securities  laws.
These forward-looking statements contain information that is generally stated to
be anticipated,  expected or projected by Endo Networks,  and involves known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results and  performance  of Endo Networks to be materially  different  from any
future  results and  performance  expressed  or implied by such  forward-looking
information.

OVERVIEW
Endo  Networks  effectively  commenced  operations  as an  aggregator  of public
network applications September 30, 2001, making this the fifth operating quarter
for the  Corporation.  In addition to continually  fine-tuning  its  application
offering and strengthening its operational foundation,  the company continues to
be engaged in  aggressively  securing new paid pilot projects the retail,  event
and food service markets,  primarily in Canada but with limited initiatives into
the United States,  as well as expanding our existing  deployments.  The company
has changed its brief  description to "Providing  marketing and human  resources
technology  solutions to measurably increase sales and improve margins" which is
considered to be more  understandable  by target  audiences than  "aggregator of
public  network  applications".   Technically,  "aggregator  of  public  network
applications" is an accurate description of our business.

RECENT EVENT
None.

DEPLOYMENTS

Generally, the fall and winter is a slower season for new deployments,  where we
focus more on managing our existing  deployments  and refining our  applications
and  solutions.  This year is not  unusual  in this  respect.  Progress  of note
includes:


          A    two potentially  substantial  projects in the Automotive industry
               with  international  companies,  both  for  deployment  in the US
               market

          B    an in-store Duty Free retail project, with an established partner
               in the category and a plan for expansion

          C    the design phase of a total  integrated food service solution for
               a division of a Canadian food service company with more than 1000
               locations

                                                                               5

<PAGE>


We continued  to manage our  existing  retail  deployments  and field  marketing
deployments with our current customers.

We are involved in the proposal stage of several  significant  projects for 2003
in all three categories of retail, food service and events.

There have been no deployments in the Government category this quarter; however,
negotiations with our partners in this space hold promise for 2003.

SPONSORSHIPS

We have promising results in securing third party corporate sponsorships to mine
the leads generated by our deployments. In the next quarter we will have several
pilot projects  running with potential  sponsors,  with expansion to be based on
results.

PARTNERSHIPS

Several  key  application  partnerships  are  anticipated  in the  near  future.
Further,  the  company  is  in  the  process  of  formalizing  several  business
development partnerships.

REVENUES

Revenue are on-track with expectations for this period,  and as usual were a mix
of  hardware  sale,  hardware  rental and  professional  services.  Professional
services includes content creation,  interactive design (on-premise touchscreens
and websites),  marketing  consulting and hardware  support  service  contracts.
Hardware rental  includes both hardware rented to clients  short-term for use in
events and field marketing,  and long-term rental equipment permanently deployed
in client retail locations.

Revenues  for the three months ended  December 31, 2002 were  $111,671  compared
with  $57,924 for the same three month  period in 2001,  with a gross  profit of
$31,066  compared with $57,924 a year earlier.  The decrease in gross profit was
due to more service being conducted in the same period last year when there were
more  hardware  deployments  in the three  months ended  December 31, 2002.  The
increase in deployments should increase our revenue stream in future periods.

OPERATING EXPENSE

Operating  expenses  exclusive of depreciation and  amortization  decreased from
$93,749 for the three  months  ended  December  31, 2001 to $80,304 for the same
three months in 2002. Again, this was due to less salaries paid for service work
and  more  hardware  deployments,  as well as a  decrease  in  depreciation  and
amortization from $36,733 to $2,729 for the same three month periods.

Operating expenses comprise depreciation and amortization ("d&a") on both rental
equipment and fixed assets,  and current operating  expenses  comprising chiefly
salary, facility rental, interest on leases and professional fees.

The d&a of rental  equipment  will  increase in future  quarters as  deployments
increase,  while the d&a on fixed  equipment  is  expected  to  increase  as the
requirement for additional network monitoring equipment increases.

Significant  investments in growth continue to be made by the Corporation in the
following  areas:  business  development,   application  development,   business
partnership  negotiation and network  management.  Operational  expenses in this
category are expected to remain relatively static for the near future.

Net loss decrease from a loss of $72,558 in the three months ended  December 31,
2001 to $51,967 for the same three months in 2002.


                                                                               6

<PAGE>


RESEARCH AND DEVELOPMENT

The Corporation continues to receive substantial positive response from existing
clients with the  potential to consume  more of the  Corporation's  products and
services,  and  potential new clients in similar and new market  categories.  In
order to meet the  demand  for  Endo  Networks'  offering,  it  continues  to be
necessary  to invest  substantially  in research  and  development.  Clients and
potential  clients  have been  involved in meetings  and  discourse to determine
software  requirements,  and  identify  areas for further  development.  Skilled
software  developers  are involved in utilizing  the results of this research to
for the  improvement  of existing  applications  as well as the  development  of
select new applications.  New application  development is tied to a set timeline
based on expected development resources.

LIQUIDITY & CAPITAL RESOURCES

Based on cash on hand, contracts and accounts receivable,  Endo Networks expects
current  capital  resources to be sufficient to fund existing  operations  going
forward.

OUTLOOK

Endo Networks expects the next quarter to be similar to this quarter, in that it
is a period of new business  development  which  generally  translates to strong
revenue growth in later quarters.  Expenses are expected to remain static,  with
future  expansion  subsequent  to  revenue  growth.  However,  there  can  be no
assurance that unforeseen revenue shortfalls or unanticipated  expenses will not
occur.  Profitability  will be determined by  management's  decision on how much
revenue to re-invest in growth.










                                                                               7

<PAGE>


PART II.     OTHER INFORMATION


Item  1.     Legal Proceedings.

                  None.

Item  2.     Changes in Securities.

                  None.

Item  3.     Defaults Upon Senior Securities.

                  None.

Item  4.     Submission of Matters to a Vote of Security Holders.

                  None.

Item  5.     Other Information.

                  None.

Item 6.      Exhibits and Reports on Form 8_K.

                  None














                                                                               8
<PAGE>


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned there unto duly authorized.

                               Endo Networks, Inc.
                               ---------------------------
                                (Registrant)


                              BY: /s/ Peter B. Day
                                  -------------------------
                                      Peter B. Day
                                      Its: President

DATE:   February 24, 2003
        Mississauga, Ontario, Canada
















                                                                               9

<PAGE>


                                 CERTIFICATIONS

 I, Peter B. Day, certify that:



1.       I have reviewed this quarterly  report on Form 10-QSB of Endo Networks,
         Inc.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this quarterly report; and
3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report.


Date: February 25, 2003

By:   /s/ Peter B. Day
    -----------------------------
Name:  Peter B. Day
Title: Chairman, Chief Executive Officer and Chief Financial Officer


CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


The  undersigned,  Peter B. Day, the Chief  Financial  Officer of Endo Networks,
Inc., a Nevada  Corporation,  (the  "Company),  pursuant to 18 U.S.C.  1350,  as
adopted  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  hereby
certifies that:

          1.   the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter ended  December 31, 2002 (the  "Report")  fully  complies
               with the requirements of Section 13(a) of the Securities Exchange
               Act of 1934; and

          2.   the information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


                                /s/  Peter B. Day
                                     ------------
                                     Peter B. Day
                                     Chief Financial Officer

Dated: February 25, 2003


This certification  accompanies this Report on Form 10-Q pursuant to Section 906
of the  Sarbanes-Oxley  Act of 2002 and shall not, except to the extent required
by the Act, be deemed  filed by the  Company  for  purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.



                                                                              10