FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


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


For the quarter ended:      March 31, 2002

Commission file number:     333-42640

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

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


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

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

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


Shares of common stock outstanding at March 31, 2002:

                                                    12,229,966






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                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                       Page Number


Item  1.     Financial Statements - Such statements have been
             reviewed by an independent public accountant               1 - 4


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


PART II - OTHER INFORMATION                                               8















<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.

                                 BALANCE SHEETS
                      March 31, 2002 and September 30, 2001

                                     ASSETS
                                     ------
                                                                       March 31, 2002
                                                                        (Unaudited)      Sept 30, 2001
                                                                      ---------------------------------
<S>                                                                   <C>                <C>

CURRENT ASSETS:
    Cash                                                                      $9,273              $352
    Accounts receivable                                                       61,320            11,436
    Deposits with customers                                                   32,179            40,345
    Prepaid expenses                                                           1,439               142
                                                                      ---------------------------------
    Total current assets                                                     104,211            52,275

PROPERTY AND EQUIPMENT:
    Furniture and fixtures (net of $6,094 depreciation)                       23,654            25,857
    Equipment (net of $33,623 depreciation)                                  272,504           180,237
    Computer equipment (net of $5,378 depreciation)                           12,199             3,510
    Automotive equipment (net of $525 depreiciation)                           1,931             2,309
                                                                      ---------------------------------
    Total property and equipment                                             310,288           211,913

OTHER ASSETS:
    Intellectual property (net of $22,103 amortization)                        4,420             8,840
    Application development (net of $6,526 amortization)                      52,164            54,053
                                                                      ---------------------------------
    Total other assets                                                        56,584            62,893

                                                                      ---------------------------------
TOTAL ASSETS                                                                $471,083          $327,081
                                                                      =================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES
    Accounts payable                                                         $81,096           $25,198
    Accrued expenses                                                          69,779            16,251
    Capitalized leases - current                                              82,329            51,755
                                                                      ---------------------------------
    Total current liabilities                                                233,204            93,204

    Capitalized leases - non current                                         156,458           131,353
                                                                      ---------------------------------

TOTAL LIABILITIES                                                            389,662           224,557

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 50,000,000 authorized,
         12,229,966 shares issued and outstanding                             12,230            12,071
    Subscriptions receivable                                                 (50,704)          (19,980)
    Additional paid-in-capital                                               303,443           114,202
    Accumulated deficit                                                     (183,548)           (3,769)
                                                                      ---------------------------------
        Total Stockholders' Equity                                            81,421           102,524
                                                                      ---------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $471,083          $327,081
                                                                      =================================
</TABLE>



See accompanying notes to interim condensed financial statements             F-1

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.

                             STATEMENT OF OPERATIONS

                 Three and Six Months ended March 31, 2002 and
       Period from Date of Inception (January 30, 2001) to March 31, 2001

                                                                                                      Date of inception
                                                           Three months       Six months                (Jan 30, 2001)
                                                               ended             ended                        to
                                                          March 31, 2002     March 31, 2002             March 31, 2001
                                                            (Unaudited)       (Unaudited)                (Unaudited)
                                                        ------------------------------------          ------------------
<S>                                                     <C>                  <C>                      <C>


REVENUE                                                           $53,973          $112,423                          $0

OPERATING EXPENSE:
    Depreciation and amortization                                  16,370            53,437                       1,709
    General and administrative                                    144,824           238,765                         964
                                                        ------------------------------------          ------------------
        Total Operating Expense                                   161,194           292,202                       2,673
                                                        ------------------------------------          ------------------

NET LOSS                                                         (107,221)         (179,779)                     (2,673)
                                                        ====================================          ==================


Weighted average shares outstanding                            12,070,966        12,150,466                   4,633,333
                                                        ====================================          ==================

LOSS PER SHARE                                                     ($0.01)           ($0.01)                     ($0.00)
                                                        ====================================          ==================

</TABLE>




















See accompanying notes to interim condensed financial statements             F-2

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.

                             STATEMENT OF CASH FLOWS

                      Six months ended March 31, 2002 and
       Period from Date of Inception (January 30, 2001) to March 31, 2001

                                                                                          Date of inception
                                                                          Six months        (Jan 30, 2001)
                                                                             ended                to
                                                                        March 31, 2002      March 31, 2001
                                                                          (Unaudited)        (Unaudited)
                                                                      ------------------------------------
<S>                                                                   <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                  ($179,779)          ($2,673)
    Adjustments to reconcile net loss to net
            cash (used) by operating activities:
                Depreciation & amortization                                      53,437             1,709
                Stock issued for services
                Increase (decrease) in current liabilities                      109,426           (13,353)
                (Increase) decrease in current assets                           (43,015)             (383)
                                                                      ------------------------------------
NET CASH USED BY OPERATING ACTIVITIES:                                          (59,931)          (14,700)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of assets                                                          (83,471)           (9,061)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from lease financing (net)                                          55,679            22,704
    Sale of common stock                                                         96,644             1,228
                                                                      ------------------------------------
    Total cash flows from financing activities                                  152,323            23,932

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

NET INCREASE IN CASH                                                             $8,921              $172

CASH, BEGINNING OF PERIOD                                                           352                 0
                                                                      ------------------------------------

CASH, END OF PERIOD                                                              $9,273              $172
                                                                      ====================================

</TABLE>





Non-cash  activities in period ended March 31, 2001
---------------------------------------------------
The Company issued 6,950,000 shares for assets in January 2001.








See accompanying notes to interim condensed financial statements             F-3

<PAGE>

                               ENDO NETWORKS, INC.

                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002

Note A - Presentation
---------------------

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






















                                                                             F-4


<PAGE>





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

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

INTRODUCTION
The following  discussion is the second  quarterly  management's  discussion and
analysis  for the three month period  starting  January 1, 2002 and ending March
31,  2002.  Endo  Networks,  Inc.,  incorporated  in Nevada and its wholly owned
subsidiary,  Endo  Networks,  Inc.,  incorporated  in Ontario  are  collectively
referred to as "Endo Networks" or the  "Corporation".  In this  discussion,  all
amounts are expressed in US funds.
We wish to caution  readers that this report  includes  certain  forward-looking
information  and statements  within the meaning of US federal  securities  laws.
These forward-looking statements contain information that is generally stated to
be anticipated,  expected or projected by Endo Networks,  and involves known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results and  performance  of Endo Networks to be materially  different  from any
future  results and  performance  expressed  or implied by such  forward-looking
information.

OVERVIEW
Endo  Networks  effectively  commenced  operations  as an  aggregator  of public
network  applications  September  30,  2001,  making  this the second  operating
quarter for the Corporation.  The Corporation  continues to be primarily engaged
in  fine-tuning  its  application  offering and  strengthening  its  operational
foundation  in  preparation  for  expansion  of  current   revenue-   generating
initiatives  in the retail and event market  sectors,  and for the launch of new
initiatives into food service and government markets.

RECENT EVENT
The  Corporation  is engaged in a private  subscription  offering to raise up to
$500,000 additional growth capital, at a price of $0.50 per common share.

DEPLOYMENTS
Generally,  the  post-Christmas  season is an  opportunity  for Endo Networks to
prepare  strategies  for securing new business,  as target  potential  customers
regroup after their Christmas selling season.

There were two new retail deployments in this quarter, early deployments for The
Beer Store's 2002 network expansion.

There was one new food service  deployment in this quarter, a pilot location for
a deployment which could yield several hundred locations in the medium term. All
performance  measures for this pilot  location  (i.e.  usage,  data  collection,
impact) have been met or exceeded.  Field marketing (event) deployments remained


                                                                               5

<PAGE>


active and consistent,  while  proposals are in the works for substantial  early
spring expansion.

The  Corporation  expects new business in the  Government  category in the third
quarter, based on proposals now underway.

The Corporation is actively  involved in negotiating new deployments for retail,
events, government and food service for the current and third fiscal quarters.

SPONSORSHIPS
A large video retail  company and second cable  company both became  sponsors in
this period,  as well as a large beer  company.  Several more  sponsorships  are
currently in negotiation.  These sponsorships will provide the necessary support
to allow rapid network  expansion.  New sponsor  negotiations and trial programs
are currently underway with promising progress.

PARTNERSHIPS
The  Corporation  continues to interview  application  and business  partners to
round out its  application  offering.  Partners  targeted are generally  leading
brands,  or  emerging  brands with  demonstrably  superior  applications.  These
partnerships  will be a key  component of Endo  Network's  success,  providing a
superior aggregated service offering.  More announcements are anticipated in the
third and fourth fiscal quarters.

REVENUES
Revenue  continues  to be  generated  from  professional  services  and hardware
rental.  Professional  services  includes content creation,  interactive  design
(on-premise  touchscreens  and  websites),  marketing  consulting  and  hardware
support  service  contracts.  Hardware  rental  includes both hardware rented to
clients  short-term for use in events and field marketing,  and long-term rental
equipment  permanently  deployed in client  retail  locations.  The  majority of
revenues are derived from recurring contracts and established relationships. The
Corporation  expects the  percentage  of revenue  comprised by hardware  related
services to increase substantially in the short to medium term.

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

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

Significant  investments in growth continue to be made by the Corporation in the
following  areas:  preparation  of  sales  and  marketing  plan  and  materials,
application   development,   business   partnership   negotiation   and  network


                                                                               6

<PAGE>


management.  In  addition,  the  Corporation  continues  to  augment  its staff,
primarily for new business  development.  Operational  expenses in this category
are  expected  to  grow  (at a  substantially  slower  rate  than  revenues)  as
additional human resources are added to support growth.

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

LIQUIDITY & CAPITAL RESOURCES
Based on cash on hand,  proceeds from share  subscriptions  and working  capital
available through an equipment  leasing facility,  Endo Networks expects current
capital  resources  and  that  of the  fore-mentioned  capital  injection  to be
sufficient to fund existing operations for the third and fourth fiscal quarters.
The  current  lease  line of  credit is  anticipated  to be  sufficient  to fund
deployments through the fourth quarter, having been successfully extended.

OUTLOOK
Endo Networks expects substantial  revenues to offset costs during the third and
fourth quarters of 2002 with new business resulting from our sales and marketing
initiatives. Expenses are not anticipated to expand at the same rate as revenues
as new network deployments can be managed from existing  operational  resources;
however,  there  can  be no  assurance  that  unforseen  revenue  shortfalls  or
unanticipated  expenses  will not occur.  Profitability  will be  determined  by
management's  decision in future  quarters on how much  revenue to  re-invest in
growth.



                                                                               7

<PAGE>



PART II.     OTHER INFORMATION


Item  1.     Legal Proceedings.

                  The Company is not involved in any legal proceedings.

Item  2.     Changes in Securities.

                  Registrant has made no changes in its securities.

Item  3.     Defaults Upon Senior Securities.

                  Registrant  has  no  senior   securities  and  accordingly  no
defaults.

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

                  Registrant submitted no matters to a vote of security holders.

Item  5.     Other Information.

                  None.

Item 6.      Exhibits and Reports on Form 8-K.

                  None


                                                                               8

<PAGE>


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

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


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

DATE:  June 3, 2002
       Mississauga, Ontario
       Canada