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 June 30, 2006

                                       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 July 31, 2006, there were 13,557,366  shares of common stock of the issuer
outstanding.



<PAGE>




                                TABLE OF CONTENTS

         PART I - FINANCIAL INFORMATION

         Item 1     Consolidated Financial Statements                         3
         Item 2     Management's Discussion and Analysis Or
                      Plan of Operations                                     11
         Item 3     Controls and Procedures                                  15

         PART II OTHER INFORMATION

         Item 1     Legal Proceedings                                        16
         Item 2     Changes in Securities                                    16
         Item 3     Default upon Senior Securities                           16
         Item 4     Submission of Matters to a Vote of Security Holders      16
         Item 5     Other Information                                        16
         Item 6     Exhibits and Reports on Form 8-K                         16



<PAGE>

<TABLE>

<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                               ENDO NETWORKS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2006
                                   (Unaudited)

                                     ASSETS
                                     ------
<S>                                                                     <C>

CURRENT ASSETS:
    Cash                                                                $       331
    Accounts receivable, net of allowance for doubtful accounts of $0       134,030
    Prepaid expenses                                                         63,019
                                                                        -----------
    Total current assets                                                    197,379

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $1,107,727                                                             333,961
                                                                        -----------

TOTAL ASSETS                                                            $   531,340
                                                                        ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

LIABILITIES
  Current Liabilities:
    Current maturities of capital leases payable                        $   178,365
    Accounts payable - related party                                          3,794
    Accounts payable - other                                                210,884

    Accrued expenses - related party                                        352,085
    Accrued expenses - other                                                335,740
                                                                        -----------
       Total current liabilities                                          1,080,868
                                                                        -----------
Total liabilities
                                                                          1,080,868

COMMITMENTS

STOCKHOLDERS' DEFICIT
    Common stock, $0.001 par value, 50,000,000 authorized,
         13,577,366 shares issued and outstanding                            13,557
    Additional paid-in-capital                                              429,263
    Accumulated deficit                                                  (1,108,828)
    Accumulated other comprehensive income                                  116,480
                                                                        -----------
        Total Stockholders' Deficit                                        (549,528)
                                                                        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $   531,340
                                                                        ===========
</TABLE>

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

                                     - 3 -
<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               THREE AND NINE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)


                                         Three Months     Three Months     Nine Months      Nine Months
                                             Ended           Ended            Ended            Ended
                                           June 30,        June 30,        June 30,          June 30,
                                            2006             2005            2006             2005
                                            ----             ----            ----             ----
<S>                                       <C>            <C>             <C>             <C>

Revenue                                  $    213,634    $    377,068    $    746,736    $    814,295

  Cost of sales                               121,940         165,724         314,975         260,831
                                         ------------    ------------    ------------    ------------

  Gross profit                                 91,694         211,344         431,761         553,464

Operating expenses:
  Depreciation                                 42,097          52,150         125,975         157,052
  Other general and administrative            335,798         119,520         745,837         482,807
                                         ------------    ------------    ------------    ------------
        Total operating expense               377,895         171,670         871,812         639,859
                                         ------------    ------------    ------------    ------------

Net income (loss)                        $   (286,201)   $     39,674    $   (440,051)   $    (86,395)
                                         ============    ============    ============    ============


Net loss per share:
  Basic and diluted                      $      (0.02)   $      (0.00)   $      (0.03)   $      (0.01)
                                         ============    ============    ============    ============



  Weighted average shares outstanding:
  Basic                                    13,263,036      12,665,366      12,901,256      12,665,366
                                         ============    ============    ============    ============
  Diluted                                  13,263,036      13,299,366      12,901,256      12,665,366
                                         ============    ============    ============    ============

</TABLE>











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

                                     - 4 -
<PAGE>

<TABLE>

<CAPTION>

                                           ENDO NETWORKS, INC.
                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   Year Ended September 30, 2005, and
                                     Nine Months Ended June 30, 2006
                                                 (unaudited)

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

Balance,
    September 30, 2004           12,665,366    $    12,665    $   299,105   $  (454,556)   $    44,115   $   (98,671)

    Common stock issued
         for services                55,000             55          5,445
     Net loss                                                                  (214,221)                    (214,221)
     Foreign currency
          translation
           adjustment                                                                           92,883        92,883
                                                                                                         -----------
  Total comprehensive
      loss                                                                                                  (121,338)
                             ---------------------------------------------------------------------------------------
Balance,
   September 30,2005             12,720,366         12,720        304,550      (668,777)       136,998      (214,509)

    Issuance of common
       stock for services           837,000            837        124,713                                    125,550
     Net loss                                                                  (440,051)                    (440,051)
     Foreign currency
      translation  adjustment                                                                  (20,518)      (20,518)
                                                                                                         -----------
  Total comprehensive loss                                                                                  (460,569)

                             ---------------------------------------------------------------------------------------
Balance,
     June 30, 2006               13,557,366    $    13,557    $   429,263   $(1,108,828)   $   116,480   $  (549,528)
                             =======================================================================================

</TABLE>


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

                                     - 5 -
<PAGE>


                               ENDO NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)

                                                            2006         2005
                                                        ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                            $(440,051)   $ (86,395)
    Adjustments to reconcile net loss to net cash
      provided by operations:
          Items not requiring cash:
                Depreciation and amortization             125,975      157,052
                Common stock issued for services          125,550         --
          Changes in assets and liabilities:
                Accounts receivable                       (50,821)    (137,306)
                Prepaid expenses                           (3,291)       8,556
                Accounts payable and accrued expenses     302,047      155,113
                                                        ---------    ---------

NET CASH PROVIDED BY OPERATING ACTIVITIES                  59,409       97,020
                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                    (3,759)    (194,161)
                                                        ---------    ---------

NET CASH USED BY INVESTING ACTIVITIES                      (3,759)    (194,161)
                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on (proceeds from) lease financing           (33,942)       6,255
                                                        ---------    ---------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES          (33,942)       6,255
                                                        ---------    ---------

Effect of foreign exchange rate changes on cash           (21,377)      93,036
                                                        ---------    ---------

NET CHANGE IN CASH                                            331        2,150

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

Cash, end of period                                     $     331    $  13,762
                                                        =========    =========

    Supplemental information:
       Income taxes paid                                $    -0-     $    -0-
       Interest paid                                    $  17,108    $  22,278

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

                                     - 6 -
<PAGE>


                               ENDO NETWORKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  MANAGEMENT REPRESENTATION AND PRESENTATION

The consolidated balance sheet of ENDO Networks,  Inc. ("ENDO" or the "Company")
as of June 30, 2006, the related  consolidated  statements of operations for the
three and nine months ended June 30, 2006 and 2005,  consolidated  statements of
stockholders'  deficit for the year ended December 31, 2005 and six months ended
June 30,  2006 and  consolidated  statements  of cash flows for the nine  months
ended June 30, 2006 and 2005  included  in the  financial  statements  have been
prepared by ENDO 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'S  financial  position and
results of  operations.  The results of operations for the three and nine months
ended June 30, 2006 are not necessarily  indicative of the results of operations
for the  full  year or any  other  interim  period.  Notes  to the  consolidated
financial   statements  which  would  substantially   duplicate  the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
ended September 30, 2005 to be reported in Form 10-KSB, have been omitted.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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.

Principles of Consolidation

The accompanying  consolidated financial statements include our accounts and the
accounts  of  our   wholly-owned   subsidiary.   All  significant   intercompany
transactions and balances have been eliminated in consolidation.

Cash Equivalents

ENDO considers all highly liquid investment  instruments purchased with original
maturities of three months or less when acquired to be cash equivalents.

Revenue Recognition

ENDO  recognizes  revenue when  persuasive  evidence of an  arrangement  exists,
delivery  has  occurred,   the  sales  price  is  fixed  or   determinable   and
collectibility is probable. ENDO recognizes revenue from the sale of advertising
related products and services like interactive  advertising,  studio  promotion,
and event management as the services are performed.


                                     - 7 -
<PAGE>


Revenue  derived from  professional  services  provided on a time and  materials
basis is recognized as services are performed.

For time and material contracts, revenue is recognized and billed by multiplying
the number of hours  expended by our  professionals  in the  performance  of the
contract by the established  billing rates.  For fixed fee projects,  revenue is
generally recognized using the proportionate  performance method. Provisions for
estimated  losses on  uncompleted  contracts are made on a  contract-by-contract
basis and are recognized in the period in which such losses are determined.

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from these estimates.

Intangible assets

Intangible  assets are recorded at cost.  Cost is amortized  over the  estimated
useful life of the asset unless that life is determined to be indefinite.

Intangible  assets not subject to  amortization  are tested for impairment on at
least an annual basis.  If the fair value of the intangible  asset is determined
to be less than the carrying  amount,  an  impairment  loss is recognized in the
amount of that difference.

Intangible  assets  subject to  amortization  are  reviewed  for  impairment  in
accordance with the provisions applying to long-live assets.

Property and Equipment

Property  and  equipment  are  stated  at cost.  Depreciation  of  property  and
equipment is calculated on straight-line  method over the estimated useful lives
of the  assets.  Impairment  losses are  recorded on  long-lived  assets used in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  assets'
carrying amount. No impairment losses have been recorded since inception.

Impairment of long-lived assets

The Company monitors the recoverability of long-lived assets, including property
and equipment and intangible assets,  based upon estimates using factors such as
expected future asset utilization, business climate, and undiscounted cash flows


                                     - 8 -
<PAGE>

resulting  from the use of the related  assets or to be  realized  on sale.  The
Company's  policy is to write  down  assets  to the  estimated  net  recoverable
amount,  in the period in which it is determined likely that the carrying amount
of the asset will not be recoverable.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and liability method,  deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax basis of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation  allowance  is provided  for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Income (Loss) per Share

The basic net income  (loss) per common  share is computed  by dividing  the net
loss applicable to common  stockholders by the weighted average number of common
shares outstanding.

Diluted net income  (loss) per common  share is  computed  by  dividing  the net
income  (loss)  applicable  to  common  stockholders,  adjusted  on  an  "as  if
converted"  basis, by the weighted  average number of common shares  outstanding
plus potential dilutive securities. For the three and nine months ended June 30,
2006 and the nine months ended June 30, 2005 potential  dilutive  securities had
an anti-dilutive  effect and were not included in the calculation of diluted net
loss per common share. These securities consisted of 634,000 of stock options at
June 30, 2006 and 2005.

Stock-Based Compensation

During the first  quarter of 2006 ENDO adopted FASB issued  Statement No. 123(R)
(revised  2004) ("FAS  123(R)").  FAS 123(R)  revises  FASB  Statement  No. 123,
Accounting for Stock-Based  Compensation  and supersedes APB Opinion No. 25. FAS
123(R)  and  requires  the  Company  to measure  the cost of  employee  services
received in exchange for stock option awards based on the grant-date  fair value
of such awards.  That cost will be  recognized  over the period  during which an
employee  is required to provide  service in  exchange  for the award,  which is
usually the vesting  period.  The Company  will report such costs as part of our
general and administrative expenses.

Prior  to the  adoption  of FAS  123(R),  ENDO  accounted  for  its  stock-based
compensation  plans under  Accounting  Principles  Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees.


Foreign Currency Translation

As nearly all  operations  are conducted in Canada,  the Canadian  dollar is the
functional  currency.  All balance sheet  accounts  have been  translated at the
current  exchange rate as of June 30, 2006.  Statement of operations  items have
been translated at average currency exchange rates during the periods ended June
30,  2006 and 2005.  The  resulting  translation  adjustment  is  recorded  as a
separate component of comprehensive loss within stockholders' deficit.


                                     - 9 -
<PAGE>


NOTE 3 - GOING CONCERN

For the nine months ended June 30, 2006 and the year ended  September  30, 2005,
ENDO incurred losses totaling $440,051 and $214,221,  respectively,  and at June
30, 2006 had a working capital deficit of $883,489.

There are no assurances  that ENDO will be able to either (1) achieve a level of
revenues  adequate  to generate  sufficient  cash flow from  operations;  or (2)
obtain additional  financing through either private placement,  public offerings
and/or bank financing necessary to support ENDO's working capital  requirements.
To the extent that funds generated from any private placements, public offerings
and/or  bank  financing  are  insufficient,  ENDO will have to raise  additional
working  capital.  No assurance can be given that  additional  financing will be
available,  or if  available,  will be on terms  acceptable to ENDO. If adequate
working  capital is not  available  ENDO may not  continue its  operations.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

NOTE 4 - LEASE FINANCING OBLIGATIONS

In September 2005 the ENDO restructured its lease payable obligation. As of June
30, 2006, ENDO is in technical default on its current lease obligations since it
has missed payments totaling approximately $26,497. As a result the entire lease
payable has been classified as a current liability, and is included with current
maturities of capital leases payable in the accompanying financial statements.

NOTE 5 - PAYROLL TAXES

ENDO is required to remit employer  payroll and employee  payroll and income tax
withholding  payments in the month following the payroll period.  As of June 30,
2006  payroll tax and income tax  withholding  payments in the amount of $65,328
are in arrears.  ENDO may be required to pay interest and  penalties as a result
of its taxes not being paid on a timely basis.

NOTE 6 - RELATED PARTY TRANSACTIONS

On June 26,  2006,  the  Company  signed an Asset  Purchase  Agreement  with its
President, Peter B. Day, to sell all of our assets and 100% of the stock of Endo
Networks,   Inc.,  a  Canadian  corporation  ("Endo  Canada"),  a  wholly  owned
subsidiary of the Company.  All of the Company's assets and virtually all of its
liabilities  are held in Endo  Canada.  As  consideration  for the sale Mr.  Day
agreed to assume substantially all of the Company's liabilities.

On August 1, 2006, the Company sent a proxy to its  shareholders  to approve the
transaction  outlined above. The shareholder  meeting is scheduled to be held on
September 5, 2006.

NOTE 7 - COMMON STOCK

In May 2006 the  Company  issued a total of  837,000  shares of common  stock in
return for consulting  services  provided by two consultants.  Based on the last
trading price prior to the issuance of the stock a non-cash  consulting  expense
of $125,550 was recorded for the issuance of these shares.


                                     - 10 -
<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  consolidated
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,  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 touch
screen  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 a sale. 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.

                                     - 11 -
<PAGE>


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

The corporate head office is located at 2624 Dunwin Drive,  Unit 3, Mississauga,
Ontario,  Canada,  20 minutes  from Toronto and 60 minutes  from  Buffalo.  Endo
Networks was incorporated in Texas as Discount Mortgage  Services,  Inc. on July
11, 2000 and in September 2001 purchased Endo Networks,  a company  incorporated
in  Ontario,  Canada on January  30,  2001,  in which  conceptual  and  software
development  was  ongoing  prior to this  date for  approximately  two  years by
company founders.  Endo Networks Inc. (Canada) was acquired by Discount Mortgage
Services  Inc.  (Texas) in  September,  2001.  Discount  Mortgage  Services Inc.
(Texas)  underwent a name change to Endo Networks,  Inc. (US) in November,  2001
and was re-domiciled to Nevada in December, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Total  assets  decreased  by $52,767  during the nine months ended June 30, 2006
from $584,107 at December 31, 2005 to $531,340 at June 30, 2006 We do not expect
to incur material capital  expenditures  during the next 12 months for equipment
relating to new client  deployments.  We are  continuing  to generate  operating
losses and 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.


                                     - 12 -
<PAGE>



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
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 AND NINE MONTHS  ENDED JUNE 30, 2006 TO THE
THREE AND NINE MONTHS ENDED JUNE 30, 2005

REVENUE.  During the three  months ended June 30,  2006,  the company  generated
revenues of $213,634  from sales  compared to revenues  from sales for the three


                                     - 13 -
<PAGE>

months ended June 30, 2005 of $377,068,  which represents a decrease of $163,434
over the same period of the prior year.  In the nine months  ended June 30, 2006
the company had  revenues of $746,736  compared  with sales of $814,295  for the
same period the prior year.  This decrease for the three months and increase for
the nine  months is because  the  company  had strong  sales in the first  three
months and softer sales in the six months  ended June 30, 2006.  In the last few
years the Company had sales of  approximately  $120,000  per quarter to a client
that had very low gross  margins and in the  quarter  ended June 30,  2006,  the
Company ceased that work.

COST OF SALES.  Cost of goods sold  increased  from $165,724 or 44% of sales for
the three  months  ended June 30, 2005 to $121,940 or 57% of sales for the three
months ended June 30,  2006,  an increase of 13%. For the nine months ended June
30, 2006 our cost of sales increased to $314,975 or 42% from $260,831 or 32% for
the nine months ended June 30, 2005, due to having higher ongoing contract labor
costs for the  projects we are planning for the coming quarters.

GROSS PROFIT.  Gross profit decreased to $91,694 for the three months ended June
30, 2006 from  $211,344 for the three  months ended June 30, 2005.  For the nine
months ended June 30, 2006,  our gross profit was $431,761  compared to $553,464
for the nine months ended June 30, 2005. Gross profit decreased from 68% for the
nine months  ended June 30, 2005 to 58% for the nine months  ended June 30, 2006
due to a higher number of contract laborers and higher labor rates.

GENERAL,  ADMINISTRATIVE  AND  SELLING  EXPENSES.  General,  administrative  and
selling  expenses  were  $335,798  for the three  months  ended  June 30,  2006,
compared to $119,520 for the three months ended June 30, 2005,  representing  an
increase of $216,278. General, administrative and selling expenses were $745,837
for the nine months  ended June 30,  2006,  compared  to  $482,807  for the nine
months ended June 30, 2005. The decrease is due to our decreased  sales activity
and one time consulting  costs of  approximately  $125,000 charged to expense in
June 2006.

Amortization  and  depreciation  expense  are not  included  in our  general and
administrative  expenses.  These expenses were $42,097 and $52,150 for the three
months  ended  June 30,  2006  and 2005  respectively.  Also,  depreciation  and
amortization  expense was  $125,975  and $157,052 for the nine months ended June
30, 2006 and 2005 respectively.

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

As a result of the above,  in the three months ended June 30, 2006, our net loss
was  $286,201  or $0.02 per share,  compared to a net income of $39,674 or $0.00
per share for the three  months  ended  June 30,  2005.  Similarly,  in the nine
months  ended  June 30,  2006,  our net loss was  $440,051  or $0.03 per  share,
compared to a net loss of $86,395 or $0.01 per share for the nine  months  ended
June 30, 2005.

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


                                     - 14 -
<PAGE>

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.

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-15 under the Securities  Exchange Act of
1934) as of March 31, 2006. 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 March
31, 2006,  that has materially  affected and is reasonably  likely to materially
affect, the Endo Networks' internal control over financial reporting.




                                     - 15 -
<PAGE>


PART III
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

(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-14a/15d-14(a) under the Exchange Act.

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

32.1        Certification  of Chief  Executive  Officer  pursuant  to  Section 8
            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 Section 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



                                     - 16 -
<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
August 3, 2006

<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-14 and 15d-14 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


<PAGE>


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: August 3, 2006

/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-14 and 15d-14 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: August 3, 2006

/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 June 30, 2006,  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

August 3, 2006







<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 June 30, 2006,  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
August 3, 2006