U.S. 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, 2004
                                       OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                        Commission File Number 333-42640


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

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


        2624 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 1, 2005, there were 12,665,366 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 Operations                                      10
         Item 3     Controls and Procedures                                   14

                 PART II OTHER INFORMATION

         Item 1     Legal Proceedings                                         15
         Item 2     Employment Agreements                                     15
         Item 3     Recent Sales of Unregistered Securities                   15
         Item 4     Exhibits and Reports On Form 8-K                          15






                                                                               2
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                                  BALANCE SHEET
                                December 31, 2004

                                     ASSETS

<S>                                                                          <C>

CURRENT ASSETS:
    Cash                                                                                                             $7,757
    Accounts receivable, net of allowance of $14,954                                     96,871
    Prepaid expenses                                                                     75,592
                                                                             -------------------
    Total current assets                                                                180,220

PROPERTY AND EQUIPMENT, net of accumulated deprecaition of $672,617                     433,866

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

TOTAL ASSETS                                                                           $614,086
                                                                             ===================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
    Accounts payable                                                                   $265,702
    Accrued expenses                                                                    380,129
    Capitalized leases - current                                                         98,565
                                                                             -------------------
    Total current liabilities                                                           744,396

    Capitalized leases - non current                                                     74,501
                                                                             -------------------

TOTAL LIABILITIES                                                                       818,897

STOCKHOLDERS' DEFICIT
    Common stock, $0.001 par value, 50,000,000 authorized,
         12,665,366 shares issued and outstanding                                        12,665
    Additional paid-in-capital                                                          299,105
    Accumulated deficit                                                                (584,370)
    Accumulated other comprehensive income                                               67,789
                                                                             -------------------
        Total Stockholders' Deficit                                                    (204,811)
                                                                             -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                            $614,086
                                                                             ===================
</TABLE>















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                                                               3
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                             STATEMENT OF OPERATIONS
                  Three Months Ended December 31, 2004 and 2003






                                                                      2004               2003
                                                                -------------------------------------
<S>                                                             <C>                        <C>

Revenue                                                                  $147,080            $56,744
Cost of Goods Sold                                                         35,131             95,737
                                                                -------------------------------------
Gross Profit                                                              111,949            (38,993)


Operating Expense:
    Depreciation and amortization                                          56,846             11,824
    General and administrative                                            184,918             85,030
                                                                -------------------------------------
        Total Operating Expense                                           241,764             96,854


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

NET LOSS                                                                ($129,815)         ($135,847)
                                                                =====================================



Weighted average shares outstanding                                    12,665,366         12,568,866
                                                                =====================================

Loss per share - basic and diluted                                         ($0.01)            ($0.01)
                                                                =====================================


</TABLE>
















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                                                               4
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                       STATEMENT OF STOCKHOLDERS' DEFICIT
                      Three Months Ended December 31, 2004


                                                                                                    Accumulated
                                                                 Additional                            Other
                                      Common  Stock               Paid In         Accumulated      Comprehensive
                                Shares            Amount          Capital           Deficit            Income          Total
                          ---------------------------------------------------------------------------------------------------------
<S>                                                                     <C>       <C>              <C>                 <C>

Balance,
    September 30, 2004            12,665,366           12,665          299,105          (454,556)                        ($142,786)

    Comprehensive loss:
        Net loss                                                                        (129,815)                        ($129,815)
        Foreign currency
              translation                                                                                    23,674         23,674
                                                                                                 ----------------------------------

        Comprehensive loss                                                                                                (106,141)


                          ---------------------------------------------------------------------------------------------------------
Balance
        December 31, 2004         12,665,366           12,665          299,105          (584,371)            23,674       (248,927)




</TABLE>















See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                                                               5
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                             STATEMENT OF CASH FLOWS
                  Three Months Ended December 31, 2004 and 2003






                                                                                2004               2003
                                                                          -------------------------------------
<S>                                                                       <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                      ($129,815)         ($135,847)
    Adjustments to reconcile net loss to net
            cash (used) by operating activities:
                Items not requiring cash - depreciation and amortization             56,846             52,535
        Changes in assets and liabilities:
                Accounts receivable                                                  48,530            101,182
                Prepaid expenses                                                     (3,451)            (2,557)
                Parts inventory                                                           -                  -
                Accounts payable                                                    (18,725)            18,976
                Accrued expenses                                                     96,941             (1,699)

                                                                          -------------------------------------
NET CASH BY (USED IN) OPERATING ACTIVITIES:                                          50,326             32,590

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                              (38,145)           (16,537)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on lease financing                                                     (39,710)           (22,773)

                                                                          -------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES                                                (39,710)           (22,773)

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

Effect of foreign exchange rate changes on cash                                      23,674             (1,830)
                                                                          -------------------------------------

NET CHANGE IN CASH                                                                   (3,855)            (8,550)

Cash, beginning of period                                                            11,612             15,650
                                                                          -------------------------------------

Cash, end of period                                                                  $7,757             $7,100
                                                                          =====================================

</TABLE>











See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.

                                                                               6
<PAGE>


                               ENDO NETWORKS, INC.
                        Notes to the Financial Statements
                                December 31, 2004

NOTE 1:  MANAGEMENT REPRESENTATION AND PRESENTATION

Operating  results  for  the  three  months  ended  December  31,  2004  are not
necessarily  indicative  of the results that may be expected for the year ending
September  30, 2005. 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 Networks'  Current Report on Form
10-KSB filed on February 18, 2005.

The  balance  sheet of ENDO  Networks  as of  December  31,  2004,  the  related
statements of operations  for the three months ended  December 31, 2004 and 2003
and the  statements  of cash flows for the three months ended  December 31, 2004
and 2003  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 Networks'  financial position and results
of operations. The results of operations for the three months ended December 31,
2004 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,  2004 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 a  company  that uses  technology  and  proven
marketing  tactics to engage  consumers  and compel  specific  behaviors in high
traffic public locations such as events,  retail and restaurant locations across
North America,  and online. 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



                                                                               7
<PAGE>

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.

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 options  issued  during the three months ended  December 31,
2004.  However,  we have outstanding 634,000 stock options which are exercisable
at $0.50 and expire on December 31, 2006.


REVENUE RECOGNITION

ENDO  recognizes  revenue when  persuasive  evidence of an  arrangement  exists,
delivery  has  occurred,   the  sales  price  is  fixed  or   determinable   and
collectability 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


                                                                               8
<PAGE>

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.













                                                                               9
<PAGE>


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 new customers and build sales and
loyalty  with  existing  customers.

We use interactive  technology such as touchscreen  kiosks,  handheld computers,
and  websites,  combined  with  promotional  marketing  tactics to filter  large
numbers of consumers,  to find qualified  prospects,  and even precondition them
for the sales.

Our  services  can be deployed  within a business'  own retail  environment,  to
increase  sales with their own customer  base by  increasing  frequency of visit
and/or average spend with individual  customers , or they can be deployed within
a partner  location  such as an office  tower or a  consumer  show,  to find and
acquire qualified new customers.

Our solutions are:

- Permission based
- Integratable with legacy systems
- Scaleable
- Measurable
- Conducive to brand partnerships

Our  areas of  expertise  include:  Web,  Kiosk,  Handheld,  Wireless,  Loyalty,
Promotional Marketing, Direct Marketing, Integration with Point of Sale, Survey,
Incentive,  Sampling,  and Field and Event  Marketing.

Our client  base  includes  specialty  retail,  general  retail,  food  service,
automotive,  alcohol,  energy, consumer packaged goods,  entertainment,= amateur
sports, and telecommunications companies.

                                                                              10
<PAGE>


Our corporate head office is located at 2624 Dunwin Drive,  Unit 3, Mississauga,
Ontario, Canada, 20 minutes from Toronto and 60 minutes from Buffalo.

LIQUIDITY AND CAPITAL RESOURCES

Total  assets  decreased  from  $681,721  at  September  30, 2004 to $614,086 at
December 31, 2004. The decrease is primarily attributable to the collection of a
net of $48,530 of  accounts  receivable  and  depreciation  on  equipment.

From  September  30, 2004 to December  31, 2004,  our cash and cash  equivalents
decreased by $3,855 as a result of our three month loss of $129,815.

WE DO EXPECT TO INCUR MATERIAL  CAPITAL  EXPENDITURES  DURING THE NEXT 12 MONTHS
FOR EQUIPMENT RELATING TO NEW CLIENT DEPLOYMENTS.  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
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  collectability  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


                                                                              11
<PAGE>

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
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, 2004 TO THREE
MONTHS ENDED  DECEMBER 31, 2003

REVENUE.  During the three months ended December 31, 2004, we generated $147,080
from sales  compared to revenues from sales for the three months ended  December
31, 2003 of $56,744,  which  represents  and  increase of $90,336  over the same
period of the prior  year,  which is the result of  performing  work on projects
that are scalable and therefore  allow us to add revenue with little  additional
work or expense.

COST OF SALES. Our cost of goods sold decreased from $95,737 or 169% of sales to
$35,131 or 24% of sales, a decrease of $60,606,  which  represents  less capital
costs and expenses per job undertaken. As a result of us having expended certain
costs  for  prior  jobs,  we have  found  that  some of the  costs  need  not be
duplicated or we have found a better and/or less  expensive way of providing our
services.

GROSS PROFIT. Based on the foregoing, our gross profit increased from a negative
0.69% to 76%.  Again this was due to the  reduction  in the cost of goods  sold.
Gross Profit for the three months ended  December 31, 2004 increased to $111,949
from  ($38,993)  the prior year.  Margins on sales  increased due to the type of
service/product offering Endo sold in the quarter.

 GENERAL,  ADMINISTRATIVE AND SELLING EXPENSES. Our General,  Administrative and
Selling  expenses  were  $184,918 for the three months ended  December 31, 2004,
compared to $85,030 for the three months ended  December 31, 2003,  representing
an increase of $99,888. As a percentage of sales, our general and administrative


                                                                              12
<PAGE>

expenses  were 126% of sales  compared with 150% of sales in the same period the
prior year, a decrease of 24%.

NET INCOME (LOSS) AND INCOME (LOSS) PER SHARE.

As a result of the above,  in the three months ended December 31, 2004, we had a
net loss of $129,815 or ($0.01) per share,  compared to a loss of  $(135,847) or
$(0.01) per share for the three months ended  December 31, 2003.  Cash generated
from  operations  for the three  months  ended  December  31,  2004 was  $50,326
compared to $32,590 for the three months ended December 31, 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
Networks' 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  Networks'  expectation  with  regard
thereto  or any  change in  events,  conditions,  circumstances  or  assumptions
underlying such statements.



                                                                              13
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision  and with the  participation
of the Endo  Networks'  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,  2004.  As a result of their  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  have  concluded  that the Endo
Networks'  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 Endo  Networks'
internal control over financial reporting that occurred during the quarter ended
December 31, 2004,  that has  materially  affected and is  reasonably  likely to
materially affect, the Endo Networks' internal control over financial reporting.




                                                                              14
<PAGE>


PART II

ITEM 1. LEGAL PROCEEDINGS
None

ITEM 2. EMPLOYMENT AGREEMENTS
None

ITEM 3. RECENT SALES OF UNREGISTERED SECURITIES
None

ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K
None

(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



                                                                              15
<PAGE>



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

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





                                                                              16
<PAGE>



Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Peter B. Day, certify that:

1. I have reviewed this annual 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 annual
report;

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 annual report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
          a. Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;
          b.  Evaluated  the   effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
          c. Disclosed in this report any change in the small business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially  affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer's  board of  directors  (or persons  performing  the
equivalent functions):

          a. All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and
          b. Any fraud,  whether or not material,  that  involves  management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

Date: March 20, 2005

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






<PAGE>



Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Peter B. Day, certify that:

1. I have reviewed this annual 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 annual
report;

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 annual report;


4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
          a. Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;
          b.  Evaluated  the   effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
          c. Disclosed in this report any change in the small business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially  affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer's  board of  directors  (or persons  performing  the
equivalent functions):
          a. All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and
          b. Any fraud,  whether or not material,  that  involves  management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

Date: March 20, 2005

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





<PAGE>

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Annual Report of Endo Networks,  Inc. (the "Company") on
Form  10-QSB  for the  period  ending  December  31,  2004,  as  filed  with the
Securities and Exchange  Commission on the date hereof (the "Report'),  I, Peter
B. Day, Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) 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 at
the dates and for the periods indicated.


/s/ Peter B. Day
---------------------------
Peter B. Day,
Chief Executive Officer

March 20, 2005





<PAGE>




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Report of Endo  Networks,  Inc. (the  "Company") on Form
10-QSB for the period ending December 31, 2004, as filed with the Securities and
Exchange  Commission on the date hereof (the  "Report'),  I, Peter B. Day, Chief
Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) 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 at the dates and for the periods indicated.


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

March 20, 2005