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, 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 August 1, 2004, there were 12,635,366 shares of common stock of the issuer
outstanding.


<PAGE>



                 TABLE OF CONTENTS

                 PART I FINANCIAL STATEMENTS


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

                 PART II OTHER INFORMATION

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


<PAGE>


                               ENDO NETWORKS, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

                                     ASSETS

Current assets
  Accounts Receivable                                                 $ 208,829
  Prepaid expenses                                                       55,102
                                                                      ---------
                                                                        263,931

PROPERTY AND EQUIPMENT, net of accumulated depreciation                 483,948
                                                                      ---------

TOTAL ASSETS                                                          $ 747,879
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                    $ 256,130
  Accrued expenses                                                      165,650
  Capitalized leases - current                                          112,976
                                                                      ---------
    Total current liabilities                                           534,756

   Capitalized leases - non current                                     153,120
                                                                      ---------

TOTAL LIABILITIES                                                       687,876
                                                                      ---------

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares
    Authorized, 12,635,366 shares issued and outstanding                 12,635
Additional paid in capital                                              352,038
Accumulated deficit                                                    (310,325)
Other comprehensive income                                                5,721
                                                                      ---------
  Total Stockholders' Equity                                             60,003
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 747,879
                                                                      =========










<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.
                            STATEMENTS OF OPERATIONS
               THREE AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)


                                         Three months ended             Nine months ended
                                              June 30,                       June 30,
                                   ---------------------------    ----------------------------
                                        2004           2003            2004            2003
                                   ------------   ------------    ------------    ------------
<S>                                                               <C>             <C>

Revenue                            $    296,535   $    202,125    $    498,590    $    500,814
Cost of Goods Sold                       92,784        151,835         265,736         346,305
                                   ------------   ------------    ------------    ------------
Gross Profit                            203,751         50,290         232,854         154,509
                                   ------------   ------------    ------------    ------------

Operating expense:
   Depreciation and amortization         27,358          3,816          44,094           9,706
   General and administrative           121,729        111,254         314,623         264,920
                                   ------------   ------------    ------------    ------------
     Total Operating Expense            149,087        115,070         358,717         274,626
                                   ------------   ------------    ------------    ------------


Net income (loss)                  $     54,664   $    (64,780)   $   (125,864)   $   (120,117)
                                   ============   ============    ============    ============

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


Weighted average shares
  outstanding:
    Basic                            12,635,366     12,635,366      12,635,366      12,635,366
                                   ============   ============    ============    ============
    Diluted                          13,259,366     12,568,866      13,259,366      12,568,866
                                   ============   ============    ============    ============
</TABLE>



















<PAGE>


                               ENDO NETWORKS, INC.
                            STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

                                                        2004         2003
                                                       ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            $(125,864)   $(120,117)
  Adjustments to reconcile net loss to cash used in
    operating activities:
      Depreciation and amortization                     123,075        9,706
        Changes in assets and liabilities:
         Stock options issued                            47,688         --
          Stock issued for services                      11,904         --
                                                      ---------    ---------
         Accounts receivable                            (50,605)     (31,512)
          Deposits                                         --         (6,277)
          Prepaid expenses                                4,040       (2,417)
          Parts inventory                                  --        (10,132)
          Accounts payable and accrued expenses         131,990      189,623
                                                      ---------    ---------

CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                  142,228       28,874
                                                      ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  (Purchase) disposal of assets                         (80,782)      23,431
                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Subscription receivable                                  --         25,308
  Payments on lease financing                           (82,817)     (86,163)
                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES                    (82,817)     (60,855)
                                                      ---------    ---------

Effect of exchange rate changes on cash                   5,721         --

NET CHANGE IN CASH                                      (15,650)      (8,550)

Cash, beginning of period                                15,650       18,903
                                                      ---------    ---------

Cash, end of period                                   $    --      $  10,353
                                                      =========    =========



<PAGE>



                               ENDO NETWORKS, INC.
                        Notes to the Financial Statements
                                  June 30, 2004

NOTE 1:  MANAGEMENT REPRESENTATION AND PRESENTATION

Operating  results for the three months ended June 30, 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  Networks'  Current Report on Form 10-KSB filed on
February 6, 2004.

The balance sheet of ENDO Networks as of June 30, 2004,  the related  statements
of  operations  for the  three  months  ended  June  30,  2004  and 2003 and the
statements  of cash  flows for the three  months  ended  June 30,  2004 and 2003
included in the financial statements have been prepared by Endo Networks without
audit.  In the opinion of  management,  the  accompanying  financial  statements
include all adjustments (consisting of normal,  recurring adjustments) necessary
to  summarize  fairly  the Endo  Networks'  financial  position  and  results of
operations.  The results of operations  for the three and nine months ended June
30, 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



<PAGE>

and maintain our  intellectual  property.  Our dependence on certain local third
parties may impact our ability to control certain aspects of our operations.  We
may have difficulty  competing with larger and better-financed  companies in our
sector.  New  legislative or regulatory  requirements  may adversely  affect our
business  and  operations.  We are  dependant on certain key existing and future
personnel.  We may be subject to product  liability claims in the future.  There
may not be  sufficient  liquidity in the market for our  securities in order for
investors to sell their securities.

ACCOUNTING FOR STOCK-BASED COMPENSATION

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

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

STOCK OPTION PLANS

There were no stock options  issued during the three months ended June 30, 2004.
However,  in the quarter  ended March 31 2004 we issued  66,500 shares of common
stock for services and issued  624,000 stock options  which are  exercisable  at
$0.50 and expire on December 31, 2006.



<PAGE>


REVENUE RECOGNITION

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

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 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 qualified prospects, and even precondition them for the sales
process.

Our services can be deployed within a businesses 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



<PAGE>

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
      -  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 important 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.

LIQUIDITY AND CAPITAL RESOURCES

Total assets  decreased  from $759,253 at September 30, 2003 to $747,879 at June
30, 2004.  The decrease is primarily  attributable  to the  depreciation  on our
fixed assets.

From  September  30,  2003 to June 30,  2004,  our  cash  and  cash  equivalents
decreased by $15,650 as a result of our nine month loss of $(125,864).

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

CRITICAL ACCOUNTING POLICIES

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



<PAGE>

basis of making  judgments  about the carrying  values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

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

ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

VALUATION OF INTANGIBLES

From time to time,  we acquire  intangible  assets  that are  beneficial  to our
product development  processes.  We periodically  evaluate the carrying value of
intangibles,  including the related amortization periods. In evaluating acquired
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



<PAGE>

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, 2004 TO THREE
AND NINE MONTHS ENDED JUNE 30, 2003

REVENUE. During the three months ended June 30, 2004, we generated $296,535 from
sales  compared to revenues  from sales for the three months ended June 30, 2003
of  $202,125,  which  represents  and  increase of $90,873 over the three months
ended June 30, 2003,  which is the result of marketing  activities  pursued over
the last six to nine  months.  Our sales for the nine months ended June 30, 2004
were  $498,590  compared to $500,814,  which  represents a marginal  decrease of
$2,224.

GROSS  PROFIT.  Gross  Profit on sales for the three  months ended June 30, 2004
increased  to $203,751  from  $50,290 in the three  months  ended June 30, 2003,
which represents an increase of $153,461. Gross Profit for the nine months ended
June 30, 2004  increased to $232,854 from $154,509.  Margins on sales  increased
Due to he type of product offering Endo sold in the quarter.
The above may change based on accounting for stock?

GENERAL,  ADMINISTRATIVE AND SELLING EXPENSES.  Our General,  Administrative and
Selling expenses of $149,087 for the three months ended June 30, 2004,  compared
to $115,070 for the three months ended June 30, 2003,  represents an increase of
$34,017.  For the nine months  ended June 30, 2004 the same costs were  $358,717
compared to $274,626, which represents an increase of $84,091.

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

As a result of the above,  in the three months ended June 30, 2004, we had a net
income of $54,664 or $0.00 per share, compared to a loss of $(64,780) or $(0.01)
per  share  for the  three  months  ended  June 30,  2003.  We had a net loss of
$(125,864)  or  $(0.01)  per  share for the nine  months  ended  June 30,  2004,
compared  with a loss of  $(120,117)  or $(0.01)  per share for the nine  months
ended June 30, 2003.

ASSETS  AND  LIABILITIES.  At June 30,  2004,  we had total  assets of  $747,879
compared to total assets of $759,253 at September 30, 2003, our last fiscal year
end.  Cash was $-0- at June 30, 2004, a decrease of $15,650 from  September  30,



<PAGE>

2003. Cash generated from operations for the nine months ended June 30, 2004 was
$142,228 compared to $28,874 for the nine months ended June 30, 2003.

Accounts  receivable  was $208,829 at June 30, 2004, an increase of $50,605 from
the $158,224 at September 30, 2003.

FORWARD LOOKING STATEMENTS. This Form 10-QSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  made by Endo  Networks  involve  known and  unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements  of the Company to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Factors that could cause actual  results to differ
materially from the forward looking statements include,  but are not limited to,
risks associated with lack of significant operating history, demand for the Endo
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-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
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
June  30,  2004,  that has  materially  affected  and is  reasonably  likely  to
materially affect, the Endo Networks' internal control over financial reporting.


<PAGE>


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:  August 18, 2004                      ENDO NETWORKS, INC.

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

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



<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




<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: August 18, 2004


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





<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: August 18, 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  June 30,  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

August 18, 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  June 30,  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

August 18, 2004