SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



(Mark One)



X       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For quarterly period ended June 30, 2004



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



For the transition period from _____ to _____



ENTERPRISE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



Nevada

(State or other jurisdiction of incorporation)



000-28790

(Commission File Number)



87-0429962B

(I.R.S Employer Identification No.)



1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, V6J 1G1

(Address of principal executive offices)



(604) 659-5004

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant: (1) has filed all reports required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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



State the number of shares outstanding of each of the Issuers classes of common equity as of the latest practicable date. As of August 5, 2004, there were 161,223,308 shares of the Issuers Common Stock, $0.00001 par value per share outstanding.



Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [X]



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TABLE OF CONTENTS





ENTERPRISE TECHNOLOGIES, INC.

FORM 10-QSB, QUARTER ENDED JUNE 30, 2004







PART I    FINANCIAL INFORMATION



Interim Unaudited Balance Sheet

3



Interim Unaudited Statements of Operations

4



Interim Unaudited Statements of Cash Flows

5



Notes to Interim Financial Statements

6



Item 2.  Management's Discussion and Analysis or Plan of Operation

8



Item 3.  Controls and Procedures

14





PART II   OTHER INFORMATION



Item 1. Legal Proceedings

15



Item 2. Changes in Securities and Use of Proceeds

15



Item 3. Defaults Upon Senior Securities

15



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

15



Item 5. Other Information

15



Item 6. Exhibits and Reports on Form 8-K

15



Signatures

16



Certifications

17



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Item 1. Financial Statements



In the opinion of management, the accompanying unaudited consolidated financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods are presented.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.



ENTERPRISE TECHNOLOGIES, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEET

JUNE 30, 2004

(Unaudited)



|ASSETS                                                                                       |             
|-------------------------------------------------------------------------------------------- | ------------
|                                                                                             |             
|Current Assets                                                                               |             
|Cash                                                                                         | $34,108     
|                                                                                             |             
|Total Current Assets                                                                         | 34,108      
|                                                                                             |             
|Total Assets                                                                                 | $34,108     
|                                                                                             |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                         |             
|                                                                                             |             
|Current Liabilities                                                                          |             
|Accounts Payable                                                                             | $1,200      
|Accounts Payable  Related Party                                                             | 63,000      
|Total Current Liabilities                                                                    | $64,200     
|                                                                                             |             
|Stockholders' Equity                                                                         |             
|Preferred Stock : $0.25 par value; Authorized shares
1,000,000; Issued and outstanding, none | 0           
|Common Stock: $0.00001 Par Value; Authorized Shares,                                         | 1,612       
|300,000,000; Issued and outstanding 161,223,308                                              |             
|Additional Paid In Capital                                                                   | 14,118,083  
|Accumulated Deficit                                                                          | (14,149,787)
|Total Stockholders' Equity                                                                   | (30,092)    
|                                                                                             |             
|Total Liabilities and Stockholders Equity                                                   | $34,108     
|                                                                                             |             





See notes to condensed financial statements.

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ENTERPRISE TECHNOLOGIES, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)



|                                                 | For The Three Months Ended June 30, 2004 | For The Three Months Ended June 30, 2003 | For The Six Months Ended June 30, 2004 | For The Six Months Ended June 30,2003
|------------------------------------------------ | ---------------------------------------- | ---------------------------------------- | -------------------------------------- | -------------------------------------
|                                                 |                                          |                                          |                                        |                                      
|Revenues                                         | $0                                       | $0                                       | $0                                     | $0                                   
|                                                 |                                          |                                          |                                        |                                      
|Management Fees  Related Party                  | 0                                        | 9,000                                    | 0                                      | 18,000                               
|General and Administrative                       | 26,381                                   | 5,584                                    | 41,397                                 | 11,290                               
|Operating Loss                                   | (26,381)                                 | (14,584)                                 | (41,397)                               | (29,290)                             
|Other Income                                     |                                          |                                          |                                        |                                      
|Interest Income                                  | 56                                       | 76                                       | 159                                    | 159                                  
|                                                 |                                          |                                          |                                        |                                      
|Provision for Income Taxes                       | 0                                        | 0                                        | 0                                      | 0                                    
|                                                 |                                          |                                          |                                        |                                      
|Net Loss Available to Common Shareholders        | $(26,325)                                | $(14,508)                                | $(41,238)                              | $(29,131)                            
|                                                 |                                          |                                          |                                        |                                      
|Basic Loss Per Common Share                      | $(0.0002)                                | $(0.0001)                                | $(0.0003)                              | $(0.0002)                            
|                                                 |                                          |                                          |                                        |                                      
|Basic Weighted Average Common Shares Outstanding | 161,223,308                              | 160,323,308                              | 161,223,308                            | 160,323,308                          
|                                                 |                                          |                                          |                                        |                                      





See notes to condensed financial statements.

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ENTERPRISE TECHNOLOGIES, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)



|                                                                           | Six Months Ended June 30, 2004 | Six Months Ended June 30, 2003
|-------------------------------------------------------------------------- | ------------------------------ | ------------------------------
|Cash Flows From Operating Activities                                       |                                |                               
|Net Loss                                                                   | $(41,238)                      | $(29,131)                     
|Adjustments to Reconcile Net Loss to Net Cash Used
By Operating Activities |                                |                               
|Changes in Assets and Liabilities                                          |                                |                               
|Increase (Decrease) in Accounts Payable                                    | (6,600)                        | 15,974                        
|Increase (Decrease) in Shareholder Payable                                 | (15,700)                       | 0                             
|Total Adjustments                                                          | (22,300)                       | 15,974                        
|Net Cash Used By Operating Activities                                      | (63,538)                       | (13,157)                      
|                                                                           |                                |                               
|Cash Flows From Investing Activities                                       | -                              | -                             
|                                                                           |                                |                               
|Cash Flows From Financing Activities                                       |                                |                               
|Loans from shareholder                                                     | 0                              | 0                             
|Net Cash Provided By Financing Activities                                  | 0                              | 0                             
|                                                                           |                                |                               
|Increase (Decrease) in Cash and Cash Equivalents                           | (63,538)                       | (13,157)                      
|Cash and Cash Equivalents, Beginning of Period                             | 97,646                         | 138,704                       
|Cash and Cash Equivalents, End of Period                                   | $34,108                        | $125,547                      
|                                                                           |                                |                               
|Supplemental Information                                                   |                                |                               
|Interest                                                                   | $0                             | $0                            
|Income Taxes                                                               | $0                             | $0                            





See notes to condensed financial statements.

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ENTERPRISE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO INTERIM FINANCIAL STATEMENTS

June 30, 2004





Note 1  Presentation of Interim Information



The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-QSB instructions and in the opinion of management of Enterprise Technologies, Inc. and Subsidiaries (the Company), include all normal adjustments considered necessary to present fairly the consolidated financial position as of June 30, 2004 and the consolidated results of operations and cash flows for the three and six months ended June 30, 2004 and 2003.  These results have been determined on the basis of generally accepted accounting principles and practices and applied consistently with those used in the preparation of the Companys 2003 Annual Report on Form 10-KSB.



Certain information and footnote disclosures normally included in the financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted.  It is suggested that the accompanying unaudited interim consolidated financial statements be read in conjunction with the financial statements and notes thereto incorporated by reference in the Companys 2003 Annual Report on Form 10-KSB.



Note 2  - Going Concern



To date, we have not been profitable.  We face all the risks common to companies in their early stages of development, including undercapitalization and uncertainty of funding sources, high initial expenditure levels and uncertain revenue streams, an unproven business model, and difficulties in managing growth. Our recurring losses raise substantial doubt about our ability to continue as a going concern. Our financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.   It is the Companys belief that it will continue to incur losses for at least the next 12 months and management believes the Company has sufficient cash to satisfy its operations for at least the next twelve months. However, additional funding may be necessary if the Company begins to develop any other technology based ventures. We do not expect that sufficient cash will be generated from operations to fund our growth for the foreseeable future. As a result, we expect to aggressively pursue additional sources of funds, the form of which will vary depending upon prevailing market and other conditions and may include a sale transaction or the issuance of equity securities.



The Company has explored the possibility of selling or merging with another Company. Although the Company has not entered into any binding agreement to effect such a transaction, the board of directors of the Company does consider such offers and would consider all of the terms of any such offer as part of its fiduciary duty to determine whether any such transaction is in the best interest of the Company's stockholders. If our board of directors does determine that a sale or merger of the Company is in the best interests of the Company's stockholders, our board of directors may determine to pursue such a transaction and the consideration to be paid in connection with such transaction would be used to expand our business and fund future operations. We cannot assure you that we will be able to raise funds through a sale or equity transaction, or if such funding is available, that it will be on favorable terms. Our common stock is currently traded on the over-the-counter market on an electronic bulletin board.



Note 3  Earnings (Loss) Per Share



Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements.  Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents.  All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.  All earnings or loss per share amounts in the financial statements are basic earnings or loss per share.  The computation of basic and diluted loss per share is as follows at June 30, 2004:







|                                                                 | Three Months Ended June 30/04 | Six Months Ended June 30/04 | Three Months Ended June 30/03 | Six Months   Ended June 30/03
|---------------------------------------------------------------- | ----------------------------- | --------------------------- | ----------------------------- | -----------------------------
|Numerator-net loss available to common stockholders              | $  (26,325)                   | $(41,238)                   | $(14,508)                     | $(29,131)                    
|Denominator-weighted average number of common shares outstanding | 161,223,308                   | 161,223,308                 | 160,323,308                   | 160,323,308                  
|Basic and diluted loss per common share                          | $  (0.0002)                   | $  (0.0003)                 | $(0.0001)                     | $(0.0002)                    



Note 4  Related Party Transactions



Management Fees  During the six months ended June 30, 2004 and 2003, the Company charged $0 and $18,000, respectively, to operations for management and consulting fees incurred for services rendered by Mr. Harmel S. Rayat, a Director and majority stockholder. As of June 30, 2004, the Company owed $63,000 for outstanding management fees, which is included in accounts payable-related party on the consolidated balance sheet.



Property:  The Companys principal office is located at 1628 West First Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by a Director and majority shareholder. At present, the Company pays no rent. The fair value of the rent has not been included in the financial statements because the amount is immaterial.

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Item 2. Management's Discussion and Analysis or Plan of Operations



Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:



Except for the historical information presented in this document, the matters discussed in this Form 10-QSB for the three month and six month periods ending June 30, 2004, and specifically in the items entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations", or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company.



The reader is cautioned that no statements contained in this Form 10-QSB should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 10-QSB. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in this Form 10-QSB and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business.



Overview



Enterprise Technologies, Inc. (the "Company" or "Enterprise") pioneered the MedCare Program, a non-invasive, non-pharmaceutical treatment program for patients suffering from urinary incontinence and other pelvic disorders, including pelvic pain, chronic constipation, fecal incontinence and disordered defecation.

Enterprise is currently (1) searching for potential joint venture partners that have existing operating infrastructures to which the MedCare Program can be added as an ancillary service and (2) is seeking to develop additional revenue streams through the further development and commercial exploitation of the Company's current intellectual property base and or the acquisition of additional technologies.

Critical Accounting Policies



Our discussion and analysis or plan of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  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.  On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies.  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 for 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.



Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its financial statements.



Income Taxes - We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. We currently have recorded a full valuation allowance against net deferred tax assets as we currently believe it is more likely than not that the deferred tax assets will not be realized



Contingencies - We may be subject to certain asserted and unasserted claims encountered in the normal course of business. It is our belief that the resolution of these matters will not have a material adverse effect on our financial position or results of operations, however, we cannot provide assurance that damages that result in a material adverse effect on our financial position or results of operations will not be imposed in these matters.  We account for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.



Plan of Operation



The Companys cash requirements for the next twelve months will be provided by loans from shareholders or debt/equity financings, if necessary.  The Company's future funding requirements will depend on numerous factors. These factors include the Company's ability to search out and enter into suitable joint venture partnerships in order to further market the MedCare Program or the outright sale of the MedCare Program, to seek out additional revenue streams from the Companys current intellectual property base and from other technology-based ventures, to recruit and train qualified management personnel and the Company's ability to compete against other, better capitalized corporations who offer similar services.



Due to the "start up" nature of the Company's businesses, the Company expects to incur losses as it expands. The Company expects to raise additional funds through private or public equity investment in order to expand the range and scope of its business operations. The Company will seek access to private or public equity but there is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all. See "Risk Factors" for additional details.



Liquidity and Capital Resources



As at June 30, 2004, the Company had a cash balance of $34,108. The Company has financed its operations primarily through cash on hand during the three and six month period ending June 30, 2004.



Net cash flows used in by operating activities was $63,538 for the six month period ending June 30, 2004, compared to net cash flows used of $13,157 for the same period in 2003, primarily due to the repayment of a shareholder loan to a Director and majority shareholder.



Related Party Transactions



Management Fees  During the six months ended June 30, 2004 and 2003, the Company charged $0 and $18,000, respectively, to operations for management and consulting fees incurred for services rendered by Mr. Harmel S. Rayat, a Director and majority stockholder. As of June 30, 2004, the Company owed $63,000 for outstanding management fees, which is included in accounts payable-related party on the consolidated balance sheet.



Property:  The Companys principal office is located at 1628 West First Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by a Director and majority shareholder. At present, the Company pays no rent. The fair value of the rent has not been included in the financial statements because the amount is immaterial.



Recent Accounting Pronouncements



In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46 "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. Management does not anticipate that FIN 46 will have any effect on the on the Company.



In April 2003, the FASB issued SFAS No. 149, "Accounting for Amendment of  Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.   This Statement is generally effective for 45 contracts entered into or modified after June 30, 2003, and all provisions should be applied prospectively. This statement does not affect the Company.



In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption.  Restatement is not permitted.  This statement does not affect the Company.



In December 2003, the FASB issued SFAS No. 132(R), a revision to SFAS No. 132, Employers Disclosure about Pensions and Other Post-Retirement Benefits.  SFAS No. 132(R) requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit post-retirement plans.  SFAS No. 132(R) is effective for financial statements with fiscal years ending after December 15, 2003, with the exception of disclosure requirements related to foreign plans and estimated future benefit payments which are effective for fiscal years ending after June 15,2 004.  The adoption of SFAS 132(R) does not have an impact on the Companys financial position or results of operations.

In December 2003, the American Institute of Certified Public Accountants and Securities and Exchange Commission (SEC) expressed the opinion that rate-lock commitments represent written put options , and therefore be valued as a liability.  The SEC expressed that they expect registrants to disclose the effect on the financial statement of recognizing the rate-lock commitments as written put options, for quarters commencing after March 15, 2004.  Additionally, the SEC recently issued Staff Accounting Bulletin (SAB) No 105.  SAB No. 105 clarifies the SECs position that the inclusion of cash flows from servicing or ancillary income in the determination of the fair value of interest rate lock commitments is not appropriate.  SAB No 105 is effective for loan commitments entered inor on or after April 1, 2004.  The adoption of SAB No. 105 does not have an impact on the Companys consolidated financial statements.

Risk Factors



We have sought to identify what we believe to be the most significant risks to our business.  However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.



Lack of Operating History



Because of our limited operating history and lack of past profitability, you may lose your investment if we are unable to successfully market our services and implement our business plan.



Although we organized Enterprise in 1986, we did not become active until 1995 and have been continually developing our MedCare Program since that time. As a result, our business is subject to the risks inherent in the establishment of a new business. Specifically, in formulating our business plan, we have relied on the judgment of our officers, directors and consultants but have not conducted any formal independent market studies concerning the demand for our services.



We have had limited revenues since inception. In 2003, and the six months ended June 30, 2004, we had zero revenues. We have not been profitable, experiencing an accumulated loss of $14,149,787 through June 30, 2004. Even if we become profitable in the future, we cannot accurately predict the level of, or our ability to sustain profitability. Because we have not yet been profitable and cannot predict any level of future profitability, you bear the risk of a complete loss of your investment in the event our business plan is unsuccessful.



Inability to Obtain Funding



We may not be able to obtain additional funding when needed, which could limit future expansion and marketing opportunities, as well as result in lower than anticipated revenues. We may require additional financing to pursue relationships with joint venture partners for the MedCare Program and other business opportunities. If the market price of the common stock declines, some potential financiers may either refuse to offer us any financing or will offer financing at unacceptable rates or unfavorable terms. If we are unable to obtain financing on favorable terms, or at all, this unavailability could prevent us from expanding our business, which could materially impact our future potential revenues.



Continued Control by Existing Management



You may lack an effective vote on corporate matters and management may be able to act contrary to your objectives. As of August 5, 2004, our officers and board members own 80% of the 161,223,308 of our outstanding common stock. If management votes together, it could influence the outcome of corporate actions requiring shareholder approval, including the election of directors, mergers and asset sales. As a result, new stockholders may lack an effective vote with respect to the election of directors and other corporate matters. Therefore, it is possible that management may take actions with respect to its ownership interest, which may not be consistent with your objectives or desires.



Dividends



We have not paid and do not currently intend to pay dividends, which may limit the current return you may receive on your investment in our common stock.  Since inception, we have paid no dividends to our stockholders. Future dividends on our common stock, if any, will depend on our future earnings, capital requirements, financial condition and other factors. We currently intend to retain earnings, if any, to increase our net worth and reserves. Therefore, we do not anticipate that any holder of common stock will receive any cash, stock or other dividends on his shares of common stock at any time in the near future. You should not expect or rely on the potential payment of dividends as a source of current income.



Dependence on Executive Officers and Technical Personnel



The success of our business plan depends on attracting qualified personnel, and failure to retain the necessary personnel could adversely affect our business. Competition for qualified personnel is intense, and we may need to pay premium wages to attract and retain personnel. Attracting and retaining qualified personnel is critical to our business. Inability to attract and retain the qualified personnel necessary would limit our ability to implement our business plan successfully.



Adverse Effect of Shares Eligible for Future Sale



Future sales of large amounts of common stock could adversely affect the market price of our common stock and our ability to raise capital.



Future sales of our common stock by existing stockholders pursuant to Rule 144 under the Securities Act, or following the exercise of outstanding options and warrants, could adversely affect the market price of our common stock. Substantially all of the outstanding shares of our common stock are freely tradable, without restriction or registration under the Securities Act, other than the sales volume restrictions of Rule 144 applicable to shares held beneficially by persons who may be deemed to be affiliates. Our directors and executive officers and their family members are not under lockup letters or other forms of restriction on the sale of their common stock. The issuance of any or all of these additional shares upon exercise of options or warrants or conversion of preferred stock will dilute the voting power of our current stockholders on corporate matters and, as a result, may cause the market price of our common stock to decrease. Further, sales of a large number of shares of common stock in the public market could adversely affect the market price of the common stock and could materially impair our future ability to generate funds through sales of common stock or other equity securities.



Protection of Proprietary Treatment Program



Our ability to effectively compete depends on protection of our proprietary treatment protocol through confidentiality and non-compete agreements.



Our ability to compete will depend, in part, on our ability to develop and maintain the proprietary aspects of our unpatented treatment protocol. We have developed this protocol through our experiences to date in the clinical, billing and marketing areas of incontinence treatment. Others may independently develop the same or a similar program or otherwise obtain access to this protocol from former employees or former MedCare Program physicians.



In addition, third parties have published clinical studies regarding the benefits of biofeedback treatment of incontinence. Although this is only one component of our treatment protocol, others may utilize these clinical studies to begin their own incontinence programs.



We protect our treatment protocols from duplication through our confidentiality and non-compete agreements. We cannot ensure that these agreements will provide meaningful protection for our treatment protocol in the event of their expiration or unauthorized use or disclosure. If our treatment protocol became widely duplicated, larger, better-capitalized companies could instantly compete with us in the incontinence treatment market.



Government Regulation



Unfavorable governmental regulation in the future could threaten our viability. Our business is heavily regulated. The MedCare Program is subject to regulation under the Federal Anti-Kickback Statute and the Federal Self- Referral Statute. In addition, legislators continually enact new legislation. The process of obtaining regulatory approvals can be lengthy and expensive, and the issuance of these approvals is uncertain. Currently, we believe that we are in compliance with all currently existing regulations that apply to us. However, if the federal or state government were to enact any new regulations, we may not be able to obtain the necessary approvals on a timely basis, or at all. Should legislators enact new legislation that is unfavorable to our business, this could, among other things, result in fines, suspensions of regulatory approvals, operating restrictions and criminal prosecution. We cannot predict whether any new reforms will be enacted, the types of approvals that will be required, or the effect of any enacted reform on our business.



Potential Fluctuations in Quarterly Results



Significant variations in our quarterly operating results may adversely affect the market price of our common stock.  Our operating results have varied on a quarterly basis during our limited operating history, and we expect to experience significant fluctuations in future quarterly operating results. These fluctuations have been and may in the future be caused by numerous factors, many of which are outside of our control. We believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and that you should not rely upon them as an indication of future performance. Also, it is likely that our operating results could be below the expectations of public market analysts and investors. This could adversely affect the market price of our common stock.



Competition



In the evolving healthcare field, if we do not continually develop the MedCare Program, and any other future business opportunities, our services could become uncompetitive or obsolete.   Healthcare is a rapidly evolving field in which other companies may have greater financial and research and development resources than we do. The MedCare Program competes directly with a number of small incontinence clinics, offered by doctors, hospitals and therapists, which use a combination of non-invasive alternative treatment options to treat urinary incontinence. In addition, other alternative treatments for urinary incontinence are available to consumers, including absorbent products and diapers, surgery, indwelling catheters, implanting devices, injectable materials, electrical stimulation, mechanical devices and drugs.



Intellectual Property and Other Proprietary Rights



The Company's ability to compete and expand effectively will depend, in part, on its ability to develop and maintain certain proprietary aspects of its treatment program for bladder and bowel incontinence. The Company relies on an unpatented treatment protocol, and there can be no assurances that others may not independently develop the same or similar program or otherwise obtain access to the Company's unpatented protocols. There can be no assurance that any confidentiality agreements between the Company and its employees will provide meaningful protection for the Company's trade secrets, know-how or other information in the event of any unauthorized use or disclosure of such trade secrets, know-how or other proprietary information. While certain proprietary aspects of Enterprise's clinical and business protocols remain an important part of the business, the Company believes its long-term success, as a business will depend primarily upon its high quality clinical outcomes and service and its success in seeking a suitable joint venture partner to further market the MedCare Program.



We are considered a penny stock.



The Company's stock differs from many stocks, in that it is a "penny stock." The Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks."  These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended.



Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them.  There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers.  The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock.  The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value.  Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.



Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:



-

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;



-

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;



-

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by



-

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

inexperienced sales persons;



-

The wholesale dumping of the same securities by promoters and broker-dealers

after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.



Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation.  Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers.



Penny stocks are  securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net tangible  assets  less than  $2,000,000  (if the issuer  has been in continuous operation  for at least three years) or $5,000,000  (if in continuous  operation for less  than  three  years), or with average annual  revenues  of less than $6,000,000 for the last three years.



Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account.  Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock."



Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to approve the  account of any  investor  for  transactions  in such stocks  before selling  any  penny  stock  to  that  investor.   This  procedure  requires  the broker-dealer to (i) obtain from the investor information  concerning his or her financial  situation,  investment  experience  and investment  objectives;  (ii) reasonably  determine,  based on that  information,  that  transactions in penny stocks are  suitable  for the  investor  and that the investor  has  sufficient knowledge and experience as to be reasonably  capable of evaluating the risks of penny stock transactions;  (iii) provide the investor with a written  statement setting forth the basis on which the  broker-dealer  made the determination  in (ii) above;  and (iv) receive a signed and dated copy of such statement from the investor,  confirming  that it accurately  reflects  the  investor's  financial situation,  investment  experience and investment  objectives.  Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.



Environmental Matters



The Company believes it conducts its business in compliance with all environmental laws presently applicable to its facilities. To date, there have been no expenses incurred by the Company related to environmental issues.



ITEM 3.   Controls and Procedures



a. Evaluation of Disclosure Controls and Procedures:



Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.



b. Changes in Internal Control over Financial Reporting:



There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

---

PART II  Other Information



Item 1.   Legal Proceedings



None



Item 2.   Changes in Securities



None



Item 3.   Defaults Upon Senior Securities



None



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



None



Item 5.   Other Information



None



Item 6.   Exhibits and Reports on Form 8-K



(a) Exhibits



31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)



31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)



32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b) Reports on Form 8-K



None.

---

SIGNATURES



Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,  thereunto duly  authorized on this 13th day of August, 2004.





Enterprise Technologies, Inc.







/s/ Indy Panchi



Indy Panchi



President, Chief Executive Officer







Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons  on  behalf of the registrant and in capacities and on the dates indicated.







Signature

Title

Date





/s/ Indy Panchi

Director , President,

August 13, 2004

Indy Panchi

Chief Executive Officer







/s/ Harmel S. Rayat

Director



August 13, 2004

Harmel S. Rayat





/s/ Derek Cooper

Director, Secretary/Treasurer,



August 13, 2004

Derek Cooper



Principal Financial Officer

---

Exhibit 31.1



CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Indy Panchi, certify that:



|(1) |  | I have reviewed this quarterly report on Form 10-QSB of Enterprise Technologies, Inc. (the registrant);                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(2) |  | Based on my knowledge, this 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 report;                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(3) |  | Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;                                                            
|(c) |  | 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                                                                                                                                     
|(d) |  | 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 registrant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 registrants internal control over financial reporting.                                                                                               



|                      |  |     |  |                                                  
|--------------------- |  | --- |  | -------------------------------------------------
|Date: August 13, 2004 |  | By: |  | /s/ Indy Panchi                                  
|                      |  |     |  | Indy Panchi
President and Chief Executive Officer

---



Exhibit 31.2



CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Derek Cooper certify that:



|(1) |  | I have reviewed this quarterly report on Form 10-QSB of Enterprise Technologies, Inc. (the registrant);                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(2) |  | Based on my knowledge, this 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 report;                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(3) |  | Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;                                                            
|(c) |  | 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                                                                                                                                     
|(d) |  | 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 registrant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 registrants internal control over financial reporting.                                                                                               



|                      |  |     |  |                                         
|--------------------- |  | --- |  | ----------------------------------------
|Date: August 13, 2004 |  | By: |  | /s/ Derek Cooper                        
|                      |  |     |  | Derek Cooper
Principal Financial Officer

---

Exhibit 32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report of Enterprise Technologies, Inc. (the Company) on the 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, Indy Panchi, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:



(i)

the Report filed by the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

The information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.



|                      |  | ENTERPRISE TECHNOLOGIES, INC.
|--------------------- |  | -----------------------------
|                      |  |                              
|Date: August 13, 2004 |  | By:                          
|                      |  |                              



This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report of Enterprise Technologies, Inc. (the Company) on the 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, Derek Cooper, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:



(i)

the Report filed by the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

The information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.



|                       |  | ENTERPRISE TECHNOLOGIES, INC.
|---------------------- |  | -----------------------------
|                       |  |                              
|Date:  August 13, 2004 |  | By:                          
|                       |  |                              





This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.