SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 December 31, 2003

                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 0-29935

                              ENDO NETWORKS, INC.
        (Exact name of small business issuer as specified in its charter)

              Nevada                                      75-2882833
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
 ororganization)

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

                                 (905) 820-8800
                           (Issuer's telephone number)

                                       N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
 report)

         Indicate  by check mark  whether the  registrant  (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 : X   No:

As of March 9, 2004, there were 12,568,866  shares of Common Stock of the issuer
outstanding.


<PAGE>



                 TABLE OF CONTENTS

                 PART I FINANCIAL STATEMENTS


Item 1           Financial Statements                                          3
Item 2           Management's Discussion and Analysis or Plan of Operation     9
Item 3           Controls and Procedures                                      13

                 PART II OTHER INFORMATION

Item 1           Legal Proceedings                                            13
Item 2           Changes in Securities                                        14
Item 3           Default upon Senior Securities                               14
Item 4           Submission of Matters to a Vote of Security Holders          14
Item 5           Other Information                                            14
Item 6           Exhibits and Reports on Form 8-K                             14



<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003

                                     ASSETS

<S>                                                                          <C>
Current assets
  Cash                                                                       $            7,100
  Accounts receivable, net                                                               57,042
  Prepaid expenses                                                                       61,699
                                                                             ------------------
    Total current assets                                                                125,841

Property and equipment, net                                                             490,239
                                                                             ------------------

    TOTAL ASSETS                                                             $          616,080
                                                                             ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable                                                           $          174,652
  Accrued expenses                                                                      132,411
  Capitalized leases - current                                                          135,395
                                                                             ------------------
    Total current liabilities                                                           442,458

  Capitalized leases - long term                                                        190,745
                                                                             ------------------

  Total liabilities                                                                     633,203
                                                                             ------------------

Commitments

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 50,000,000 shares authorized,
    12,568,866 shares issued and outstanding                                             12,569
  Additional paid-in capital                                                            292,446
  Accumulated deficit                                                                  (320,308)
  Other comprehensive income                                                             (1,830)
                                                                             ------------------
    Total Stockholders' Deficit                                                         (17,123)
                                                                             ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  $          616,080
                                                                             ==================
</TABLE>




<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.
                            STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002



                                                                                 2003                  2002
                                                                         ---------------------  ------------------
<S>                                                                      <C>                    <C>

Revenues                                                                 $            56,744    $          111,671

Cost of revenues                                                                      95,737                80,605
                                                                         -------------------    ------------------

Gross profit                                                                         (38,993)               31,066
                                                                         -------------------    ------------------

Operating expense:
  Depreciation and amortization                                                       11,824                 2,729
  General, administrative and selling                                                 85,030                80,304
                                                                         -------------------    ------------------
    Total operating expenses                                                          96,854                83,033
                                                                         -------------------    ------------------


Net loss                                                                 $          (135,847)   $          (51,967)
                                                                         ===================    ==================

Net loss per share:
  Basic abd diluted                                                      $             (0.01)   $            (0.00)
                                                                         ===================    ==================
Weighted average shares outstanding:
  Basic and diluted                                                               12,568,866            12,565,866
                                                                         ===================    ==================
</TABLE>





<PAGE>

<TABLE>

<CAPTION>



                               ENDO NETWORKS, INC.
                            STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                                                               2003                  2002
                                                                         ------------------    ------------------
<S>                                                                      <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                               $        (135,847)    $         (51,967)
  Adjustments to reconcile net loss to cash used in
    operating activities:
      Depreciation and amortization                                                 52,535                36,896
        Changes in assets and liabilities:
          Accounts receivable                                                      101,182                (7,257)
          Prepaid expenses                                                          (2,557)               (2,264)
          Parts inventory                                                                -                  (391)
          Accounts payable                                                          18,976                39,624
          Accrued expenses                                                          (1,699)                    -
                                                                         -----------------     -----------------

CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                                              32,590                14,641
                                                                         -----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of assets                                                               (16,537)                    -
                                                                         -----------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on lease financing                                                      (22,773)              (31,685)
                                                                         -----------------     -----------------

Effect of exchange rate changes on cash                                             (1,830)                    -
                                                                         -----------------     -----------------

NET CHANGE IN CASH                                                                  (8,550)              (17,044)

Cash, beginning of period                                                           15,650                18,903

Cash, end of period                                                      $           7,100     $           1,859
</TABLE>





<PAGE>


                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003


NOTE 1:  MANAGEMENT REPRESENTATION AND PRESENTATION

Operating  results  for  the  three  months  ended  December  31,  2003  are not
necessarily  indicative  of the results that may be expected for the year ending
September  30, 2004. It is suggested  that the  financial  statements be read in
conjunction with the audited financial  statements and notes for the fiscal year
ended  September 30, 2003 included in the Endo Network's  Current Report on Form
10-KSB filed on February 6, 2004.

The  balance  sheet of ENDO  Networks  as of  December  31,  2003,  the  related
statements of operations  for the three months ended  December 31, 2003 and 2002
and the  statements  of cash flows for the three months ended  December 31, 2003
and 2002  included  in the  financial  statements  have  been  prepared  by Endo
Networks without audit. In the opinion of management, the accompanying financial
statements include all adjustments (consisting of normal, recurring adjustments)
necessary to summarize fairly the Endo Network's  financial position and results
of operations.  The results of operations  for the three months ended  September
30, 2003 are not  necessarily  indicative of the results of  operations  for the
full year or any other interim period.  Notes to the financial  statements which
would substantially  duplicate the disclosure contained in the audited financial
statements  for the most  recent  fiscal  year ended  September  30,  2003 to be
reported in Form 10-KSB, have been omitted.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OUR BUSINESS

ENDO Networks, Inc. (ENDO) is an interactive media, promotion,  application, and
advertising  aggregator deploying through wireless capable public access portals
to event,  retail and  restaurant  locations  across  North  America.  ENDO also
develops  application  software and client controlled media including television
and radio.

RISKS AND UNCERTAINTIES

All of the  following  risks may impair our business  operations.  If any of the
following risks actually occurs, our business, financial condition or results of
operations  could be materially  adversely  affected.  In such case, the trading
price of our common  stock could  decline,  and you may lose all or part of your
investment.  Additional risks include:  We may not be able to adequately protect
and maintain our  intellectual  property.  Our dependence on certain local third
parties may impact our ability to control certain aspects of our operations.  We
may have difficulty  competing with larger and better financed  companies in our
sector.  New  legislative or regulatory  requirements  may adversely  affect our
business  and  operations.  We are  dependant on certain key existing and future
personnel.  We may be subject to product  liability claims in the future.  There
may not be  sufficient  liquidity in the market for our  securities in order for
investors to sell their securities.


<PAGE>


                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003



ACCOUNTING FOR STOCK-BASED COMPENSATION

Endo  Networks  accounts for  stock-based  compensation  issued to employees and
advisors of Endo Networks  using the intrinsic  value based method as prescribed
by APB Opinion No. 25  "Accounting  for Stock Issued to  Employees"  ("APB 25").
Under the intrinsic value based method,  compensation is the excess,  if any, of
the fair value of the stock at the grant date or other measurement date over the
amount an  employee  must pay to acquire  the stock.  Compensation,  if any,  is
recognized  over the  applicable  service  period,  which is usually the vesting
period.

In October 1995,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). This standard, if fully adopted,  changes the method
of  accounting  for employee  stock-based  compensation  plans to the fair value
based method. For stock options and warrants,  fair value is determined using an
option  pricing model that takes into account the stock price at the grant date,
the exercise  price,  the expected  life of the option or warrant and the annual
rate of quarterly  dividends.  Compensation  expense, if any, is recognized over
the applicable service period, which is usually the vesting period.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

ENDO  Networks  does not expect  the  adoption  of  recently  issued  accounting
pronouncements  to have a significant  impact on ENDO's  results of  operations,
financial position or cash flow.

STOCK OPTION PLANS

There were no stock option  issued  during the three  months ended  December 31,
2003 and 2002. Thus, there are no adjustments to the net loss figures.

REVENUE RECOGNITION

ENDO  recognizes  revenue when  persuasive  evidence of an  arrangement  exists,
delivery  has  occurred,   the  sales  price  is  fixed  or   determinable   and
collectibility is probable. ENDO recognizes revenue from the sale of advertising
related products and services like interactive  advertising,  studio  promotion,
and event  management as the services are performed.  ENDO maintains  allowances
for  doubtful  accounts on all its  accounts  receivable  for  estimated  losses
resulting  from the  inability  of its  customers  and  others to make  required
payments.  If the  financial  condition of ENDO's  customers  and others were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional allowances may be required.



<PAGE>


                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003


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

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto  included  elsewhere in this Form 10-QSB and in our
Form 10-KSB. This report contains forward-looking statements including,  without
limitation,  statements regarding trends, cyclicality,  seasonality,  volatility
and growth in the  markets we sell into,  our  strategic  direction,  our future
effective  tax  rate  and  use of  tax  income  from  withholding,  new  product
introductions,  our  liquidity  position,  our  ability  to  generate  cash from
continuing  operations,  our expected  order and revenue  growth,  the potential
impact of our adopting new accounting pronouncements, our financial results, the
impact and timing of our enterprise resource planning and customer  relationship
management  systems  implementation,  our  obligations  under our retirement and
post-retirement benefit plans, timing of, costs related to, and savings from our
restructuring  programs, the existence or length of an economic recovery and our
ability to take  advantage of a recovery that involve  risks and  uncertainties.
Our actual  results could differ  materially  from the results  contemplated  by
these  forward-looking  statements  due  to  various  factors,  including  those
discussed  below in "Factors  That May Affect  Future  Results" and elsewhere in
this Form 10-QSB.

OVERVIEW

Endo  Networks  Inc.  helps  businesses  acquire  qualified  new  customers  and
profitably build sales with existing  customers.  We use interactive  technology
like touchscreen kiosks, handheld computers,  wireless and websites, digital TVs
and background  audio,  combined with  promotional  marketing  tactics to filter
large  numbers  of  consumers,  to find  highly  qualified  prospects,  and even
precondition them for the sales process.

Our services  can be deployed  within a businesses  own retail  environment,  to
increase  sales with their own customer  base by  increasing  frequency of visit
and/or  average  spend with  individual  customers  (onsite CRM), or they can be
deployed within the community,  i.e.  within a partner  retailer or at a home or
trade show, to find and acquire  qualified new customers.  Our services can also
be  deployed  against  employees  or a  business's  sales  channel,  to  achieve
increased sales and improved profitability through better channel performance.

Our solutions are:

     - Permission based
     - Easily integrated with legacy systems
     - Highly-scaleable, easily tested
     - Focused on  immediate  results


<PAGE>

                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003


     - Very  measurable
     - Real-time or near real time
     - Conducive to brand partnerships

Our role is not to replace  incumbent  agencies/suppliers,  but to integrate and
unlock  untapped  value  and  potential  from  existing   initiatives,   thereby
delivering substantial incremental value.

Our areas of expertise include: web, CDROM, kiosk, handheld, wireless, CRM, ERM,
loyalty,   promotional  marketing,  direct  marketing,  point  of  sale,  market
research, survey, incentive, sampling, and field and event marketing.

Our client  base  includes  specialty  retail,  general  retail,  food  service,
automotive,   alcohol,  tobacco,  financial,  energy,  consumer  packaged  goods
entertainment,  government,  manufacturing, amateur sports, professional sports,
and telecommunications in both the United States and Canada.

LIQUIDITY AND CAPITAL RESOURCES

Total  assets  decreased  from  $759,253  at  September  30, 2003 to $616,080 at
December 31, 2003. The decrease is primarily  attributable to the negative gross
margin in the first quarter 2003 of 38,993.

From  September  30, 2003 to December  31, 2003,  our cash and cash  equivalents
decreased  by  $8,550  as a  result  of an  operating  loss of  $(135,847).  The
operating loss was a result of negative gross margin of $38,993.

The general, administrative and selling expenditures were incurred primarily for
salaries and consulting fees.

We do expect to incur  material  capital  expenditures  for the next 12  months.
There is no assurance we will be able to generate  sufficient revenues or obtain
sufficient  funds when needed,  or whether  such funds,  if  available,  will be
obtained on terms satisfactory to us. We do not have any long term or contingent
obligations that must be satisfied.

CRITICAL ACCOUNTING POLICIES

Our  Unaudited  Financial  Statements  have been  prepared  in  accordance  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses,  and related disclosure of contingent assets and liabilities.  We base
our estimates on historical experience and on various other assumptions that are


<PAGE>

                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003


believed to be reasonable under the circumstances, the results of which form the
basis of making  judgments  about the carrying  values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

We believe the following critical accounting policies,  among others, affect our
more  significant  judgments  and  estimates  used  in  the  preparation  of our
financial statements:

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We maintain allowances for doubtful accounts for estimated losses resulting from
the  inability of our  customers to make  required  payments.  The allowance for
doubtful  accounts is based on specific  identification of customer accounts and
our best estimate of the likelihood of potential loss,  taking into account such
factors as the financial  condition and payment history of major  customers.  We
evaluate  the  collectibility  of our  receivables  at least  quarterly.  If the
financial  condition  of our  customers  were to  deteriorate,  resulting  in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.  The differences could be material and could significantly impact cash
flows from operating activities.

VALUATION OF INTANGIBLES

From time to time,  we acquire  intangible  assets  that are  beneficial  to our
product development  processes.  We periodically  evaluate the carrying value of
intangibles,  including the related amortization periods. In evaluating acquired
intangible  assets,  we determine whether there has been impairment by comparing
the  anticipated  undiscounted  cash  flows  from  the  operation  and  eventual
disposition  of the product line with its carrying  value.  If the  undiscounted
cash flows are less than the carrying value,  the amount of the  impairment,  if
any, will be determined by comparing the carrying value of each intangible asset
with its fair value.  Fair value is generally  based on either a discounted cash
flows analysis or market  analysis.  Future operating income is based on various
assumptions, including regulatory approvals, patents being granted, and the type
and nature of competing  products.  If  regulatory  approvals or patents are not
obtained or are  substantially  delayed,  or other  competing  technologies  are
developed and obtain general market acceptance,  or market conditions  otherwise
change,  our intangibles may have a substantially  reduced value, which could be
material.

DEFERRED TAXES

We record a valuation  allowance to reduce the deferred tax assets to the amount
that is more likely than not to be realized. We have considered estimated future
taxable  income and ongoing tax  planning  strategies  in  assessing  the amount



<PAGE>

                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003


needed  for the  valuation  allowance.  Based  on  these  estimates,  all of our
deferred tax assets have been reserved.  If actual results differ favorably from
those  estimates used, we may be able to realize all or part of our net deferred
tax assets.  Such realization  could positively impact our operating results and
cash flows from operating activities.

RESULTS OF OPERATIONS

COMPARISON  OF RESULTS FOR THE THREE  MONTHS  ENDED  DECEMBER  31, 2003 TO THREE
MONTHS ENDED DECEMBER 31, 2002

REVENUE.  During the three months ended December 31, 2003, we generated  $56,744
from sales  compared to revenues from sales for the three months ended  December
31, 2002 of  $111,671.  This is decrease of $54,927 or 49% is  primarily  due to
costs  leading up to a number of key projects  which have  required  substantial
Endo resources,  but whose costs will be recovered through invoicing in sections
over the remaining 9 months of the fiscal year.

GROSS PROFIT. Gross profit on sales for the three month ended December 31, 2003,
was $(38,993)  compared to $31,066 for the three months ended December 31, 2002,
a decrease of $70,059.  The  decrease in gross  profits  during the three months
ended  December 31, 2003,  was due primarily due to costs leading up to a number
of key projects which have required substantial Endo resources,  but whose costs
will be recovered  through  invoicing in sections over the remaining 9 months of
the fiscal year.

GENERAL,   ADMINISTRATIVE   AND   SELLING   EXPENSES.   We   incurred   General,
Administrative  and  Selling  expenses  of $96,854  for the three  months  ended
December 31, 2003,  compared to $83,033 for the three months ended  December 31,
2002, an increase of $13,821 or 17%.  This  increase in General,  Administrative
and Selling  expenses was primarily the result of increased  expenses related to
costs  leading up to a number of key projects  which have  required  substantial
Endo resources,  but whose costs will be recovered through invoicing in sections
over the remaining 9 months of the fiscal year.

NET LOSS AND LOSS PER SHARE.

As a result of the above,  in the three months ended  December 31, 2003, our net
loss was  $(135,847).  The net loss per share was $(0.1) compared to $(0.00) per
share in the same period  during  2002.  The Net Loss for the three months ended
December  31,  2003 was a result of the  negative  gross  margin  and  increased




<PAGE>

                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003



expenses related to selling and marketing of our products;  expenses  associated
with our public reporting status.

ASSETS AND  LIABILITIES.  At December 31, 2003,  we had total assets of $616,080
compared to total assets of $759,253 at September  30, 2003.  Cash was $7,100 as
of December  31,  2003,  a decrease of $8,550  from  $15,650  cash on hand as of
September 30, 2003. Cash generated from operations was a positive $32,590 due to
the  collection  of  $101,182  of accounts  receivable;  cash used by  financing
activities  from the  repayment of loans was  $(22,773);  and we used $16,537 to
purchase equipment during the quarter ended December 31, 2003.

Accounts  receivable  was $57,042 at December  31,  2003, a decrease of $101,182
from  the  $158,224  at  September  30,  2003 due a  decrease  in  sales.  Total
liabilities  at December  31, 2003 were  $666,783,  an increase of $28,084  from
$638,699 at September 30, 2003.  Accounts  payable and accrued  liabilities were
$307,063 at December  31,  2003,  an  increase of $17,277  from the  $289,786 at
September 30, 2003.

FORWARD LOOKING STATEMENTS. This Form 10-QSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  made by Endo  Networks  involve  known and  unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements  of the Company to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Factors that could cause actual  results to differ
materially from the forward looking statements include,  but are not limited to,
risks associated with lack of significant operating history, demand for the Endo
Network's products, international business operations,  dependence on licensees,
governmental   regulations,   technological  changes,  intense  competition  and
dependence on management.  Given these uncertainties,  readers are cautioned not
to place  undue  reliance  on such  forward-looking  statements.  The  Company's
management  disclaims any  obligation to  forward-looking  statements  contained
herein to  reflect  any change in the Endo  Network's  expectation  with  regard
thereto  or any  change in  events,  conditions,  circumstances  or  assumptions
underlying such statements.


ITEM 3.  CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision  and with the  participation
of the Endo  Network's  management,  including our Chief  Executive  Officer and
Chief Financial Officer,  regarding the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-14(c)  under the Securities  Exchange Act
of 1934) as of December 31,  2003.  As a result of their  evaluation,  our Chief


<PAGE>

                               ENDO Networks, Inc.
                          Notes to Financial Statements
                                December 31, 2003

Executive  Officer and Chief  Financial  Officer  have  concluded  that the Endo
Network's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be disclosed by Endo  Networks in reports that it files
or submits  under the  Securities  Exchange Act of 1934 is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange Commission rules and forms. There were no changes in the Endo Network's
internal control over financial reporting that occurred during the quarter ended
December 31, 2003,  that has  materially  affected and is  reasonably  likely to
materially affect, the Endo Network's internal control over financial reporting.


ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  EMPLOYMENT AGREEMENTS

None


ITEM 3.  RECENT SALES OF UNREGISTED SECURITIES

None

ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as
part of this report.

           Exhibit No.                     Document

           31.1  Certification  of  Chief  Executive  Officer  required  by Rule
                 13a-14/15d-14(a) under the Exchange Act.

           31.2  Certification  of  Chief  Financial  Officer  required  by Rule
                 13a-14/15d-14(a) under the Exchange Act.

           32.1  Certification of Chief Executive  Officer pursuant to 18 U.S.C.
                 Section  1350,  as  adopted  pursuant  to  Section  906  of the
                 Sarbanes-Oxley Act of 2002.

           32.2  Certification of Chief Financial  Officer pursuant to 18 U.S.C.
                 Section  1350,  as  adopted  pursuant  to  Section  906  of the
                 Sarbanes-Oxley Act of 2002.



(b) Reports of Form 8-K

None


                                   SIGNATURES
In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:  December 1, 2003                      ENDO NETWORKS, INC.

                                                  By: /s/ Peter Day
                                                      ------------------------
                                                      Peter Day
                                                      President and CEO

                                                      /s/ Peter Day
                                                      ------------------------
                                                      Peter Day,
                                                      Chief Financial Officer