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 March 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.)


        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                                                14
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

















                                                                               2
<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.


                                 BALANCE SHEETS
                                 March 31, 2004

                             ASSETS

                                                                          March 31, 2004
                                                                         ----------------
<S>                                                                      <C>

 CURRENT ASSETS:
     Accounts receivable                                                         $98,152
     Prepaid expenses                                                             60,222
                                                                         ----------------
     Total current assets                                                        158,374

 PROPERTY AND EQUIPMENT, net of accumulated deprecaition                         522,022

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

 TOTAL ASSETS                                                                   $680,396
                                                                         ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

 LIABILITIES
     Accounts payable                                                           $226,517
     Accrued expenses                                                            152,200
     Capitalized leases - current                                                132,643
                                                                         ----------------
     Total current liabilities                                                   511,360

     Capitalized leases - non current                                            181,321
                                                                         ----------------

 TOTAL LIABILITIES                                                               692,681

 STOCKHOLDERS' EQUITY
     Common stock, $0.001 par value, 50,000,000 authorized,
          12,568,866 shares issued and outstanding                                12,569
     Additional paid-in-capital                                                  340,134
     Accumulated deficit                                                        (364,988)
                                                                         ----------------
         Total Stockholders' Equity                                              (12,285)
                                                                         ----------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $680,396
                                                                         ================
</TABLE>

















 See accompanying notes to interim condensed financial statements              3

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                             STATEMENT OF OPERATIONS
               Three and Six Months Ended March 31, 2004 and 2003




                                                   Three Months     Three Months      Six Months       Six Months
                                                       Ended           Ended            Ended             Ended
                                                   Mar 31, 2004     Mar 31, 2003     Mar 31, 2004     Mar 31, 2003
                                                  --------------------------------------------------------------------
<S>                                               <C>               <C>              <C>              <C>

 Revenue                                                 $145,311         $187,019         $202,055          $298,690
 Cost of Goods Sold                                        77,215          113,866          172,952           194,471
                                                  --------------------------------------------------------------------
 Gross Profit                                              68,096           73,153           29,103           104,219


 Operating Expense:
     Depreciation and amortization                          4,912            9,735           16,736            17,083
     General and administrative                           107,864           66,785          192,894           142,473
                                                  --------------------------------------------------------------------
         Total Operating Expense                          112,776           76,520          209,630           159,556

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

 NET LOSS                                                ($44,680)         ($3,367)       ($180,527)         ($55,337)
                                                  ====================================================================



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

 Loss per share - basic and diluted                        ($0.00)          ($0.00)          ($0.01)           ($0.00)
                                                  ====================================================================
</TABLE>
























 See accompanying notes to interim condensed financial statements              4
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.


                             STATEMENT OF CASH FLOWS
                    Six Months Ended March 31, 2004 and 2003




                                                                                      Six Months        Six Months
                                                                                        Ended              Ended
                                                                                     Mar 31, 2004      Mar 31, 2003
                                                                                   -----------------------------------
<S>                                                                                <C>                 <C>

 CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                             ($180,527)         ($55,337)
     Adjustments to reconcile net loss to net
             cash (used) by operating activities:
                 Items not requiring cash - depreciation and amortization                    16,736            17,083
                 Items not requiring cash - stock options issued                             47,688
                 (Increase) decrease in accounts receivable                                  60,072           (76,131)
                 (Increase) decrease in deposits                                                               (3,208)
                 (Increase) decrease in parts inventory                                                        (2,683)
                 (Increase) decrease in prepaid expenses                                     (1,080)             (826)
                 Increase (decrease) in accounts payable & accrued expenses                  88,931           113,632

                                                                                   -----------------------------------
 NET CASH (USED) IN OPERATING ACTIVITIES:                                                    31,820            (7,470)

 CASH FLOWS FROM INVESTING ACTIVITIES:
     (Purchase) disposal of assets                                                          (12,521)           19,582

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Subscriptions receivable                                                                     0            25,308
     Proceeds from (payments on) lease financing                                            (34,949)          (47,625)

                                                                                   -----------------------------------
     Total cash flows from financing activities                                             (34,949)          (22,317)

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

 NET INCREASE IN CASH                                                                      ($15,650)         ($10,205)

 CASH, BEGINNING OF PERIOD                                                                   15,650            18,903
                                                                                   -----------------------------------

 CASH, END OF PERIOD                                                                             $0            $8,698
                                                                                   ===================================
</TABLE>

















 See accompanying notes to interim condensed financial statements              5
<PAGE>


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

NOTE 1: MANAGEMENT REPRESENTATION AND PRESENTATION

Operating  results for the three months ended March 31, 2004 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 March 31, 2004, the related  statements
of  operations  for the  three  months  ended  March  31,  2004 and 2003 and the
statements  of cash flows for the three  months  ended  March 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  Network's  financial  position  and  results of
operations.  The results of operations  for the three and six months ended March
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,  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 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


                                                                               6
<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 690,500 stock options  issued during the three months ended March 31,
2004. We used the Black Scholes  method to value these options and took a charge
to our income  statement of $47,688.  The options 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



                                                                               7
<PAGE>


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.
















                                                                               8
<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  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 - Very measurable



                                                                               9
<PAGE>



     -  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 $616,080 at December 31, 2003 to $680,396 at March
31, 2004.  The increase is  primarily  attributable  to the increase in accounts
receivable and fixed assets.

From  December  31,  2003 to March  31,  2004,  our  cash  and cash  equivalents
decreased by $7,100 as a result of an operating loss of $(44,860). The operating
loss was a result of us putting a lot of emphasis on development of new business
which we believe will result in sales in the remaining two fiscal quarters.

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
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



                                                                              10
<PAGE>



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
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.




                                                                              11
<PAGE>



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 MARCH
31, 2004 TO THREE MONTHS ENDED MARCH 31, 2003

REVENUE.  During the three months ended March 31,  2004,  we generated  $145,311
from sales  compared to revenues from sales for the three months ended March 31,
2003 of  $187,019.  This  decrease  of  $41,708 or 22% is  primarily  due to key
projects that we are working on which have taken time away from pursuing smaller
business accounts.

GROSS PROFIT. Gross profit on sales for the three month ended March 31, 2004 was
$68,096  compared  to $73,153  for the three  months  ended  March 31,  2003,  a
decrease of $5,057.  The decrease in gross profits during the three months ended
March 31, 2004, was due to a decrease in revenue. However, the gross profit as a
percent of sales  increased to 47% in the three months ended March 31, 2004 from
39% in the three months ended March 31, 2003.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES. We incurred
General,  Administrative  and Selling  expenses of $107,864 for the three months
ended March 31,  2004,  compared to $66,785 for the three months ended March 31,
2003, an increase of $41,079,  which  includes the $47,688  charge for the stock
options we issued.  Excluding  the charge for the stock  options,  our general &
administrative   expenses   declined  by  $6,609.   This  increase  in  General,
Administrative  and Selling  expenses was  primarily the result of the charge of
$47,688 for the stock options.

NET LOSS AND LOSS PER SHARE.

As a result of the above, in the three months ended March 31, 2004, our net loss
was $(44,680).  The net loss per share was $(0.0)  compared to $(0.00) per share
in the same period during 2003.

ASSETS AND  LIABILITIES.  At March 31,  2004,  we had total  assets of  $680,396
compared to total  assets of $616,080 at  December  31,  2003.  Cash was $-0- at
March 31, 2004, a decrease of $7,100 from $7,100 cash on hand as of December 31,
2003. Cash generated from operations was a negative $7,100 due to an increase of
$60,072 of accounts receivable;  an increase of liabilities of $88,931, and cash
used by financing  activities from the repayment of loans was $(34,949);  and we
used $12,521 to purchase equipment during the quarter ended March 31, 2004.




                                                                              12
<PAGE>




Accounts  receivable  was $98,152 at March 31, 2004, an increase of $41,110 from
the $57,042 at December 31, 2004 due to an increase in sales.  Total liabilities
at March 31,  2004 were  $692,681,  an  increase  of $59,478  from  $633,203  at
December 31, 2003.  Accounts  payable and accrued  liabilities  were $511,360 at
March 31, 2004, an increase of $68,902 from the $442,458 at 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 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
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.







                                                                              13
<PAGE>

                          PART II - OTHER INFORMATION


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: June 3, 2004                               ENDO NETWORKS, INC.

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

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





                                                                              14
<PAGE>




Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
----------------------------------------

I, Peter Day, certify that:

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

2.   Based on my knowledge,  this  quarterly  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;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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;

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



                                       32
<PAGE>


     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:  June 3, 2004


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




                                       33
<PAGE>


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
----------------------------------------

I, Peter Day, certify that:

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

2.   Based on my knowledge,  this  quarterly  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;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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;

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: June 3, 2004

/s/ Peter Day
-----------------------
    Peter 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 Quarterly  Report of Endo Networks,  Inc. (the "Company")
on Form  10-QSB  for the  period  ending  March  31,  2004,  as  filed  with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Peter
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 Day
---------------------------
    Peter Day,
    Chief Executive Officer

June 3, 2004









<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 Quarterly  Report of Endo Networks,  Inc. (the "Company")
on Form  10-QSB  for the  period  ending  March  31,  2004,  as  filed  with the
Securities and Exchange  Commission on the date hereof (the "Report'),  I, Peter
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 Day
--------------------------
    Peter Day,
    Chief Financial Officer

June 3, 2004