FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

[x]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003, OR

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                 For the transition period from _____ to _____.

Commission file number: (333-42640)

                               Endo Networks, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
            (Former name of registrant if changed since last report)

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

2624 Dunwin Drive, Unite #3, Mississauga, Ontario, Canada L5L3T5
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (ZIP code)

Registrant's telephone number, including area code: 905 820 8800
                                                    ------------
Securities registered pursuant to Section 12(b) of the Act:   NONE
Securities registered pursuant to Section 12(g) of the Act:   Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.
                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of September 30, 2003
                                   $ 911,773


<PAGE>


Shares of common stock outstanding at September 30, 2003
                                   12,568,866




PART I.

ITEM 1   DESCRIPTION OF BUSINESS

OVERVIEW

Endo  Networks  Inc.  helps  businesses  acquire  qualified  new  customers  and
profitably build sales with existing customers.

We use  interactive  technology like  touchscreen  kiosks,  handheld  computers,
wireless  and  websites,   digital  TVs  and  background  audio,  combined  with
promotional  marketing  tactics to filter large  numbers of  consumers,  to find
highly qualified prospects, and even precondition them for the sales process.

Our services  can be deployed  within a businesses  own retail  environment,  to
increase  sales with their own customer  base by  increasing  frequency of visit
and/or  average  spend with  individual  customers  (onsite CRM), or they can be
deployed within the community,  i.e.  within a partner  retailer or at a home or
trade show, to find and acquire qualified new customers.

Our  services  can also be deployed  against  employees  or a  business's  sales
channel,  to achieve increased sales and improved  profitability  through better
channel performance.

Our solutions are:

     -    Permission based
     -    Easily integrated with legacy systems
     -    Highly-scaleable, easily tested
     -    Focused on immediate results
     -    Very measurable
     -    Real-time or near real time
     -    Conducive to brand partnerships

Our role is not to replace  incumbent  agencies/suppliers,  but to integrate and
unlock  untapped  value  and  potential  from  existing   initiatives,   thereby
delivering substantial incremental value.

Our areas of expertise include: web, CDROM, kiosk, handheld, wireless, CRM, ERM,
loyalty,   promotional  marketing,  direct  marketing,  point  of  sale,  market
research, survey, incentive, sampling, and field and event marketing.

Our client  base  includes  specialty  retail,  general  retail,  food  service,
automotive,  alcohol,  tobacco,  financial,  energy,  consumer  packaged  goods,



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entertainment,  government,  manufacturing, amateur sports, professional sports,
and telecommunications in both the United States and Canada.

The corporate head office is located at 2624 Dunwin Drive,  Unit 3, Mississauga,
Ontario, Canada, 20 minutes from Toronto and 60 minutes from Buffalo.

Endo  Networks  was  incorporated  in  Ontario,  Canada  on  January  30,  2001.
Conceptual  and  software  development  was  ongoing  prior  to  this  date  for
approximately  two years by company  founders.  Endo Networks Inc.  (Canada) was
acquired by Discount Mortgage Services Inc. (Texas) in September, 2001. Discount
Mortgage  Services Inc. (Texas)  underwent a name change to Endo Networks,  Inc.
(US) in November,  2001.  Endo Networks,  Inc. (US) was redomiciled to Nevada in
December, 2002.

As of December 2003 Endo Networks had 18 total employees, 12 full-time.

PRODUCTS/SERVICES/MARKETS

Deployment Locations

Endo Networks  deployments are located online and in  high-traffic  public areas
including:

     -    Events (i.e. consumer and trade shows)
     -    Retail stores
     -    Restaurants
     -    Government community centers
     -    Office towers
     -    Campus
     -    Malls
     -    Movie Theatres

Endo Networks  deployments utilize any available form of connectivity for remote
management and content delivery.

APPLICATIONS

Endo Networks  deployments  are used to deliver a combination of third party and
proprietary applications in the following categories:

ENDOVIP - Customer database, survey, messaging, rewards tool.

ENDOPRO - Employee/sales  channel database,  survey,  messaging,  quiz,  rewards
tool.

ENDOVIP/PRO  PLUG-INS  - engaging  add-ons  to  EndoVIP or EndoPRO  (can also be
standalone)  including  PlayerPoints,  Trivia,  Picture  Postcard,  Video  Riff,
Casino,  Spin and Win,  Enter to Win,  Green  Screen/Chromakey,  Vote,  Jukebox,
Compare, Survey, Apply, ID Reader, Hotseat,  Feature,  Recommender,  About Town,
POS Connector, and Surf.


                                       3
<PAGE>


ENDOREGISTER - Sports or Event registration solution

ENDOPHOTOID - Photo ID generation solution

ENDONOS - Remote network management tool.

ENDOTV - In-house digital signage system using any type of TV or monitor.

ENDORADIO - In-house background audio system.

DEPLOYMENT CATEGORIES

Network deployments fall into one of two additional categories:  Paid or Placed.

Paid Deployments

In a Paid deployment,  we receive full payment with margin for every product and
service we provide, either on a recurring monthly basis (i.e. lease or rent), or
one-time (i.e. purchase). We generally also receive a commission if we bring any
cost-recovery to the deployment, i.e. an outside brand that pays to utilize some
of the network  capacity in synergy with the primary client.  Retail,  Event and
Government   deployments  are  all  generally  Paid   deployments.   While  Paid
deployments  offer the  stability  of one payment  partner,  they may offer less
margin  for  Endo  Networks  long  term,  and may  require  potentially  lengthy
approval, pilot and expansion stages.

Placed Deployments

In a  Placed  deployment,  Endo  Networks  is  responsible  for the  cost of the
deployment,   and  recovers  that  cost  with  margin  from  a  "coalition"   of
stakeholders sharing the network resource. Generally, the host location receives
the base  deployment  at no  charge  providing  a  certain  level of  deployment
performance.  Revenue is generated through recurring charges such as advertising
or application sales commission,  transactional charges such as lead generation,
instant  gift  certificate  or  jukebox,  and  one-time  charges  such as custom
development or software license.

Stakeholders include the host location, outside brands, and Endo Networks.

The host location receives a basic package of CRM and promotional services at no
charge,  but  may  also  subscribe  to  several  step-up  services  in the  same
categories.

Outside brands may be:

     -    Brand advertisers  utilizing our deployment to generate sales leads or
          brand awareness, or actually conduct "e-commerce"style transactions.
     -    3rd party  applications  which we re-sell  into the location to either
          the location or the guests within the location.




                                       4
<PAGE>


Endo Networks utilizes the deployment to promote our own services, to reach more
potential  host  locations  and more  outside  brands,  and to drive  use of the
deployment for increased revenue.

NETWORK ACCESS

In the short and medium term,  network access is accomplished  through a network
of one or more interactive freestanding kiosks, wireless handheld computers, and
PC  workstations.  The actual  configuration  of devices varies with the type of
deployment.

In the long  term,  we will  provide  network  access  via  wireless  local area
networking technology to the user's own device.

COMPETITORS

Endo Networks is a true convergence business - our business opportunity has been
created by (and is driven by) the  continued  convergence  of  applications  and
technology onto a PC platform, enabling us to provide value to an almost endless
number of applications  through effective sharing of the network resource.  This
also  creates  a  substantial  number  of  non-direct   competitors,   i.e.  the
non-aggregated  initiatives  currently providing a limited service in any of our
target categories.

While  Endo has not  encountered  a  competitor  with  our  unique  approach  to
aggregation and integration we must assume that there may be direct  competitors
operating on a regional basis.  The enormous market  opportunity  means there is
ample  room for  direct  competition,  which can  assist in  growing  the market
segment.

It is our  strategy  to  pursue  opportunities  for  non-exclusive  partnerships
wherever  appropriate with  initiatives  which might currently be categorized as
competitors.

As  direct  competitors  emerge,  it will be the  continual  improvement  of our
service offering and the continual strengthening of our network of relationships
that  will  entrench  us  with  our  existing  clients,  and  make  our  service
increasingly  more  attractive to new potential  clients.  This will require our
employees to be "out of the box" thinkers,  exceedingly synergy-minded.  It will
also require a continual investment in research and development. We are pursuing
several forms of legal and contractual hardware,  software,  process,  brand and
relationship protection to further strengthen our competitive position.

SUPPLIERS

Effective outsourcing is a key enabler of the rapid growth of Endo Networks.

We have selected  hardware  partners based on their ability to scale  production
and delivery of physical  network  components  to hundreds or even  thousands of
units monthly. We have selected  application  partners with careful attention to
their infrastructure  capabilities to ensure they are scalable. We are currently
evaluating regional,  national and international service networks based on their
ability to provide a reliable  service  level,  and  integrate  with our network


                                       5
<PAGE>

management  systems.  And we have  selected our network  management  systems and
software based on scalability and functionality.

FINANCING

Operations

Current  operations  are  financed  out of cash flow,  and are ample to continue
operations  at the current  level of growth.  Investment in operations to enable
enhanced  growth will be  commensurate  with new revenues,  although  additional
sources of funding to accelerate growth will be explored.

Network Infrastructure

Endo Networks currently has access to all necessary  financing for deployment of
network infrastructure.  As projects move from pilot to roll-out,  there will be
opportunities for new financing.

CUSTOMERS

Our focus has been  primarily on securing  business in Retail,  Food Service and
Event & Field  Marketing,  and  secondarily on bringing  additional  brands into
these  projects as sponsors.  Projects are  selected  based on their  ability to
expand post-pilot - therefore, focus has been on large chains and franchises, or
on particular categories where all the locations are similar (i.e. Pubs). Often,
a customer will participate with us at several different levels,  i.e. as a host
location  and as an outside  brand  partner on a  deployment  into  another host
location with an attractive customer demographic or other synergies.  The status
of each of these categories is discussed below:

Retail & Food Service

This  year,   our  primary   focus  was  on  refining  the   functionality   and
consumer-resonance  of our offering in the retail channel. Of particular note is
the  excellent  performance  of our new  EndoVIP  application,  and  the  Casino
plug-in.  Next year we expect to see expansion in this  category  based on these
results.

Event and Field Marketing

We have an increasing  number of active  projects in this category.  Also,  this
year we greatly  expanded our software and hardware toolset to meet client needs
in this category.  Further,  we demonstrated the ROI of adding  technology to an
event or field  marketing  execution to increase  efficiency and deliver greatly
enhanced results.

Other Deployments

This year also saw Endo  deployments  on  University  campuses,  in Malls and in
hockey arenas.



                                       6
<PAGE>


Sponsors

Strong sponsorship  development in the key categories of Automotive,  Financial,
Energy, Alcohol and Tobacco should drive results in 2004.

RESEARCH AND DEVELOPMENT

We continue to invest  substantially in research and  development,  a portion of
which we are able to invoice  through to  clients  on various  projects.  We are
generally  following an annual cycle of increased  R&D  investment  in the first
quarter  of the year,  with more  focus on client  development  the other  three
quarters.
This year, we both developed a substantial  amount of new  applications  to meet
demonstrable client requirements,  and further refined existing applications, as
described above.

ACQUISITION STRATEGY

Not applicable.


ITEM 2  DESCRIPTION OF PROPERTY

HARDWARE RELATED TO DEPLOYMENTS

Endo Networks  currently leases  infrastructure  equipment  (including  servers,
monitors,  TVs,  touchscreens,  Internet  appliances,  sound systems,  switches,
etc.).

SOURCE CODE

Endo Networks currently owns source code as follows:

Proprietary  applications  including interactive  in-field,  interactive online,
audio,  video,  wireless,   content  management,   network  management,   sports
registration and various eCommerce applications,  as well as software related to
integrating third party applications such as POS.

ITEM 3  LEGAL PROCEEDINGS

The  Company is not involved in any legal proceedings.

ITEM 4  SUBMISSION  OF

MATTERS TO A VOTE OF SECURITY HOLDERS None.



                                       7
<PAGE>


                                    PART II.

ITEM 5  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a.  Market Information.

The Company's common stock is currently traded on the NASDAQ bulletin board. The
following  were the high and low sales  prices  for each  quarter  for which the
Company's stock traded:

Period                                                   High              Low
Calendar Year 2001            4th Quarter               $1.25             $0.30
Calendar Year 2002            1st Quarter               $1.01             $0.60
                              2nd Quarter               $1.00             $0.30
                              3rd Quarter               $0.75             $0.30
                              4th Quarter               $0.51             $0.20
Calendar Year 2003            1st Quarter               $0.51             $0.20
                              2nd Quarter               $0.51             $0.20
                              3rd Quarter               $0.51             $0.20

There are approximately one hundred (100) shareholders.

c.  Dividends

Registrant  has not paid a dividend to the holders of its common  stock and does
not anticipate paying dividends in the near future.

e.  Warrants/Options  At
September 30, 2003, the Registrant had 220,000 options  outstanding  exercisable
at $0.50, expiring on September 30, 2004.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SUMMARY OF 2003

Revenues  for the year ended  September  30, 2003 were  $909,518  compared  with
$792,482  for the  previous  year and cost of sales  for the same  periods  were
$463,718  and  $379,328  respectively.  Sales  increased  by 15%  because we are
continuing  to  develop  contacts  and  generate  business.  In the  year  ended
September 30, 2003, our revenues consisted of service and of product deployments


                                       8
<PAGE>

which caused us to have cost of sales of $463,718 or 51% compared  with $379,328
or 48% of sales the  prior  year.  Although  our sales  increased  our  expenses
decreased  to $466,820  from  $572,941  the prior year giving us a small loss of
$(20,905) for the current  fiscal year  compared  with a loss of $(159,787)  the
prior fiscal year.

DEPLOYMENTS

Continued to prove the attractiveness of an aggregated model to host locations
Expanded our application suite
Generated  substantial  revenue from Paid  deployments in Retail & Food Service,
Event & Field Marketing. Developed strong Sponsor relationships.

APPLICATIONS

Expanded our expert understanding of how to customize applications for touch and
public use.  Developed a suite of online  applications  integrated with in-field
applications. Expanded our expert understanding of how to aggregate applications
for maximum effectiveness. Integrated PocketPC operating system and devices.
Expanded TabletPC operating system integration.

RESEARCH AND DEVELOPMENT

Developed and  field-tested  several  different  versions of in-field and online
applications,  successfully  determining the correct  configuration  for various
different retail & food service and event and field marketing deployments.

ACQUISITION

Not applicable

OPERATIONS

Funded operations out of revenue.  Streamlined operations to reduce costs.



                                       9
<PAGE>


DISCUSSION OF 2004

FIRST CALENDAR QUARTER 2004

Our  primary  focus  for the  first  calendar  quarter  of  2004  will be on new
business.  New business with existing customers including Energy,  Alcohol, Duty
Free,  Mall,  Food  Service and  Automotive.  New  business  with new  customers
including Telecom, Financial, Tobacco, Office Towers, Media and Casino.

A secondary  focus will be on the further  integration  of the various  software
applications  developed  throughout 2003 into an rapid deployment toolkit,  even
more easily  customized to meet common client  requirements.  This will increase
speed and margin on deployments.

SECOND CALENDAR QUARTER 2004

The second  calendar  quarter of 2004 will see an emphasis on  execution,  as we
expect to have a number of new projects active during this time period.  We will
also begin an marketing  campaign to increase  general  awareness of who we are,
and what we do. Some of this campaign will be targeted towards US opportunities.

THIRD QUARTER 2004

The  third  quarter  of 2004  will see a  balance  between  execution,  business
development and application development.

FOURTH QUARTER 2004

We expect the last quarter of 2004 to see an increased emphasis on execution, as
winter  programs move to execution.  Marketing  activities  will continue apace.

Anticipated number of employees by year end 2004 is approximately 25.

Endo Networks Inc. will provide an annual report including audited statements on
request. Endo Networks Inc. files quarterly reports with the SEC.

Public may read and copy any  materials  filed by Endo  Networks with the SEC at
the SEC's Public  Reference  Room at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  Public may abtain  information on the operation of the Public  Reference
Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an  Internet  site
that contains reports, proxy and information  statements,  and other information
regarding issuers that file electronically with the SEC at www.sec.gov.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This discussion may contain certain "forward-looking" statements as such term is
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating to the Company  and its  subsidiaries  that are based on the beliefs of
the  Company's  management  as  well  as  assumptions  made  by and  information
currently available to the Company's management.  When used in this release, the
words "anticipate,"  "believe,"  "estimate,"  "expect" and "intend" and words or


                                       10
<PAGE>

phrases of similar import,  as they relate to the Company or its subsidiaries or
Company management,  are intended to identify forward-looking  statements.  Such
statements reflect the current risks,  uncertainties and assumptions  related to
certain factors including,  without limitations,  changes or anticipated changes
in regulatory  environments,  competitive factors,  general economic conditions,
customer relations,  relationships with vendors,  the interest rate environment,
governmental  regulation and  supervision,  seasonally,  distribution  networks,
product introductions and acceptance,  technological change, changes in industry
practices,  onetime events and other factors described herein and in other press
releases to the public or filings  made by the company with the  Securities  and
Exchange  Commission,   the  ability  to  secure  partnership  or  joint-venture
relationships  with other entities,  the ability to raise additional  capital to
finance   expansion,   and  the  risks  inherent  in  new  product  and  service
introductions  and the entry into new  geographic  markets.  Based upon changing
conditions,  should any one or more of these risks or uncertainties materialize,
or should any underlying  assumptions  prove incorrect,  actual results may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected or  intended.  The  Company  does not intend to update  these  forward-
looking statements. For further information, which could cause actual results to
differ from the Company's  expectations,  as well as other factors,  which could
affect the Company's financial statements,  please refer to the Company's report
filed with the Securities and Exchange Commission.
Endo Networks Inc.
(905) 820 8800 www.endonetworks.com

ITEM 7  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Report of  Independent  Certified  Public  Accountant  is  attached  hereto.



ITEM 8  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

The Board of Directors engaged Malone & Bailey,  PLLC as auditor for the Company
whereas  Charles E. Smith  audited the financial  statements  the prior year. As
reflected  in an 8-K  filed  for  the  change  in  accountants,  there  were  no
disagreements  with the prior  auditor on  accounting  or  financial  disclosure
issues,  and there  have  been no  disagreements  with the  current  auditor  on
accounting or financial disclosure issues.



                                       11
<PAGE>


                                    PART III.

ITEM 9  DIRECTORS AND  EXECUTIVE  OFFICERS OF  REGISTRANT

The following  persons serve as directors and officers of Registrant:

Peter B. Day               President, Secretary and Director
                           Served since November 2001 and
                           expires at the next annual meeting

Christopher R. Skillen     Director
                           Served since December 2003 and
                           expires at the next annual meeting

CHRISTOPHER R. SKILLEN, DIRECTOR

Mr.  Skillen  received a BSc.major  Computer  Science  from Sir George  Williams
University.  Mr. Skillen held an number of executive positions with Crowntek and
founded The Crowntek  Business  centers.  Chris was the CEO at Telepanel Systems
Inc. ,a public company,  from 1988 until 2000. NASDAQ and TSE listed company. He
is  currently  President  of  Skillen  &  Skillen a  consultancy  to  technology
startups.

Mr. Skillen serves as a director on 4 Canadian companies.

PETER B. DAY - PRESIDENT, SECRETARY AND DIRECTOR Mr. Day attended the University
of Toronto  from 1989 to 1992  studying  English,  History  and  Psychology  and
attended Humber College in 2000 studying Telecommunications.  Mr. Day's relevant
work  experience  follows:  General  Manager and Partner in Down Home  Satellite
Programming,  Inc. from 1996 to 1998. Marketing Director and General Manager for
Galaxy Satellite Programming,  Inc. from 1998 to 2000. Vice President Streamline
Media,  Inc., a computer software and web design company from 2000 to 2002. Vice
President  and  General  Manager  for Endo  Networks,  Inc.  from  2000 to 2002,
President for Endo Networks, Inc. 2002 to present.

WAYNE HOLM - DIRECTOR
Mr. Holm attended Simon Frazier  University  from 1965 to 1970 and played in the
Canadian  Football  League from 1969 to 1974. Mr. Holm's recent work  experience
follows:  In 1989 he co-founded Spectra Food Corporation in 1989 and became Vice
President. Vice President and Co-CEO for The Spectra Group of Great Restaurants,
Inc.  from 1993 to 1997.  Chairman of the Board for The  Spectra  Group of Great
Restaurants,  Inc. from 1997 to 2001, and became  President and Chief  Operating
Officer in 2001. Mr. Holm also became the Senior Vice President for Branding and
Concept Development for Cara Operations Limited in 2000.

ITEM 10  EXECUTIVE COMPENSATION

The Company paid no  compensation  to its  officers and  directors in the fiscal
year ended September 30, 2003.  The Company has no retirement or stock option or
bonus plan.


                                       12
<PAGE>


ITEM 11  SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

Set  forth  below  is the  direct  ownership  of  Registrant's  common  Stock by
management and any owner of 5% or more of Stock of Registrant.


Title of         Name and address                 Amount of shares    % of class
Securities       of owner                                              owned
--------------------------------------------------------------------------------
Common          Peter B. Day                         4,577,500          36.4%
                2624 Dunwin Drive, Unit #3
                Mississuaga, Ontario L5L 3T5

Common          Dean T. Hiebert                      2,432,500          19.3%
                2624 Dunwin Drive, Unit #3
                Mississuaga, Ontario L5L 3T5

Common          Lynn Management, LLC                 1,000,000 *         8.0%
                709-B West Rusk #580
                Rockwall, Texas 75087

Common          All Officers, Directors &            8,010,000          63.7%
                Beneficial Holders as a Group


ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.


                                    PART IV.

ITEM 13 EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

Included in Part II, Item 8 of this report:

Report of Independent Public Accountant
Balance Sheet as of September 30, 2003
Statement of Operations - Years Ended  September 30, 2003 and 2002
Statement of Owners' Equity - Years Ended September 30, 2003 and 2002
Statement of Cash Flows - Years Ended September 30, 2003 and 2002
Notes to the Financial Statements


                                       13
<PAGE>


(b) The  following  reports  on Form 8-K were filed for the  Company  during the
year:

On an 8-K dated April 28, 2003 the  resignation of William S. Best as a Director
of the Company.  As reflected in the body of the 8-K filed for his  resignation,
there were no disagreements  with him on any matter relating to the Registrant's
operations, policies or practices.

(c) The Company is not filing any exhibits.

SIGNATURES.
Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                  Endo Networks, Inc.
                                      Registrant


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





<PAGE>






                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
  ENDO Networks, Inc.
  Mississauga, Ontario, Canada

We have audited the  accompanying  balance  sheet of ENDO  Networks,  Inc. as of
September  30,  2003 and the related  statements  of  operations,  stockholders'
equity, and cash flows and for each the years ended September 30, 2003 and 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of ENDO  Networks,  Inc. as of
September 30, 2003 and the results of its  operations and its cash flows for the
year then ended  September  30, 2003 and 2002,  in  conformity  with  accounting
principles generally accepted in the United States of America.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

January 7, 2004



<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2003

                                     ASSETS
<S>                                                                              <C>

Current assets
  Cash                                                                           $           15,650
  Accounts receivable, net of allowance of $26,684                                          158,224
  Prepaid expenses                                                                           59,142
                                                                                 ------------------
    Total current assets                                                                    233,016

Property and equipment, net of accumulated depreciation of $217,744                         526,237
                                                                                 ------------------

    TOTAL ASSETS                                                                 $          759,253
                                                                                 ==================

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                               $          155,676
  Accrued expenses                                                                          134,110
  Capitalized leases - current                                                              156,033
                                                                                 ------------------
    Total current liabilities                                                               445,819

  Capitalized leases - long term                                                            192,880
                                                                                 ------------------

  Total liabilities                                                                         638,699
                                                                                 ------------------

Commitments

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, 50,000,000 shares authorized,
    12,568,866 shares issued and outstanding                                                 12,569
  Additional paid-in capital                                                                292,446
  Accumulated deficit                                                                      (184,461)
                                                                                 ------------------
    Total Stockholders' Equity                                                              120,554
                                                                                 ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $          759,253
                                                                                 ==================
</TABLE>


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


<PAGE>

<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                                                2003                  2002
                                                        -------------------    ------------------
<S>                                                     <C>                    <C>

          Revenues                                      $           909,518    $          792,482

  Cost of revenues                                                  463,718               379,328
                                                        -------------------    ------------------

      Gross profit                                                  445,800               413,154
                                                        -------------------    ------------------

Operating expense:
  Depreciation and amortization                                      65,885               135,042
  General, administrative and selling                               400,820               437,899
                                                        -------------------    ------------------
    Total operating expenses                                        466,705               572,941
                                                        ===================    ==================


          Net loss                                      $           (20,905)   $         (159,787)
                                                        ===================    ==================

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


Weighted average shares outstanding:
  Basic and diluted                                              12,568,866            12,404,352
                                                        ===================    ==================
</TABLE>



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


<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.
                          STATEMENTS OF OWNERS' EQUITY
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002



                                                                                                   Accumulated
                                           Common stock                           Additional          Other
                                -------------------------------    Paid-in        Accumulated      Comprehensive       Total
                                    Shares           Amount        Capital          Deficit             Loss
                                ----------------  -------------  -------------   ---------------  ---------------   -------------
<S>                             <C>               <C>            <C>             <C>              <C>               <C>

Balance,
  September 30, 2001                12,070,966    $     12,071    $     94,222   $      (3,769)   $           -     $     102,524

    Comprehensive income:
      Net loss                               -               -               -        (159,787)               -          (159,787)
      Foreign currency
        translation                          -               -               -               -                -                 -
                                                                                                                                -
      Comprehensive income:                                                                                              (159,787)
                                                                                                                    -------------

Common shares issued for
  cash                                 497,900             498         172,916               -                -           173,414
                                --------------    ------------   -------------   -------------    -------------           -------

Balance,
  September 30, 2002                12,568,866          12,569         267,138        (163,556)               -           116,151

    Comprehensive income:
      Net loss                               -               -               -         (20,905)               -           (20,905)
      Foreign currency
        translation                          -               -               -               -                -                 -
                                                                                                                    -------------
      Comprehensive income:                                                                                               (20,905)
                                                                                                                    -------------

Collection of subscription
  receivables                                -               -          25,308               -                -            25,308
                                --------------    ------------   -------------   -------------    -------------     -------------
Balance,
  September 30, 2003                12,568,866    $     12,569    $    292,446   $    (184,461)   $           -     $     120,554
                                ==============    ============   =============   ==============   =============     =============
</TABLE>





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

<PAGE>


<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                                                               2003                  2002
                                                                         ------------------    ------------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                               $         (20,905)    $        (159,787)
  Adjustments to reconcile net loss to cash used in
    operating activities:
      Depreciation and amortization                                                 65,882               135,042
        Changes in assets and liabilities:
          Accounts receivable                                                      (88,453)              (58,335)
          Prepaid expenses                                                          (8,437)              (10,218)
          Parts inventory                                                           12,700               (12,700)
          Accounts payable                                                         110,237                20,241
          Accrued expenses                                                          48,775                69,084
                                                                         -----------------     -----------------

CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                                             119,799               (16,673)
                                                                         -----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of assets                                                              (169,449)             (282,815)
                                                                         -----------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                                              25,308               173,414
  Proceeds from lease financing                                                     82,367               262,962
  Payments on lease financing                                                      (61,278)             (118,337)
                                                                         -----------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                46,397               318,039
                                                                         -----------------     -----------------

NET CHANGE IN CASH                                                                  (3,253)               18,551

Cash, beginning of period                                                           18,903                   352
                                                                         -----------------     -----------------

Cash, end of period                                                      $          15,650     $          18,903
                                                                         =================     =================
</TABLE>



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


<PAGE>





                               ENDO NETWORKS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

ENDO Networks, Inc. (ENDO) is an interactive media, promotion,  application, and
advertising  aggregator deploying through wireless capable public access portals
to retail and  restaurant  locations  across North  America.  ENDO also develops
application software and client controlled media including television and radio.

Cash Equivalents

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

Revenue Recognition

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

Management Estimates

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

Furniture and Equipment

Furniture  and  equipment  are stated at cost.  Depreciation  of  furniture  and
equipment is calculated on straight-line  method over the estimated useful lives
of the assets.

Impairment  losses are recorded on  long-lived  assets used in  operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets'  carrying  amount.  No
impairment losses have been recorded since inception.


<PAGE>


Income Taxes

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

Loss per Share

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

Diluted  net  loss  per  common  share  is  computed  by  dividing  the net loss
applicable to common  stockholders,  adjusted on an "as if converted"  basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the year ended September 30, 2003, potential dilutive securities
had an anti-dilutive  effect and were not included in the calculation of diluted
net loss per common  share.  These  securities  consisted of 220,000  options at
September 30, 2003.

Recently Issued Accounting Pronouncements

ENDO 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-Based Compensation

ENDO accounts for  stock-based  compensation  under the intrinsic  value method.
Under this method,  ENDO  recognizes no  compensation  expense for stock options
granted when the number of underlying  shares is known and exercise price of the
option is  greater  than or equal to the fair  market  value of the stock on the
date of grant.

Foreign Currency

ENDO  has the U.S.  dollar  designated  as its  functional  currency.  Financial
statements are remeasured to U.S.  dollars for reporting  purposes using current
rates of exchange for monetary assets and  liabilities  and historical  rates of
exchange for  nonmonetary  assets and related  elements of expense.  Revenue and
other expense  elements are  remeasured at rates that  approximate  the rates in
effect on the  transaction  dates.  Remeasured  gains and losses are included in
general and administrative expense.


<PAGE>


Software Capitalization

ENDO adopted  Statement  of Position  (SOP) 98-1,  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for Internal Use". In accordance  with
this standard,  certain direct  development  costs associated with  internal-use
software  are  capitalized,  including  external  direct  costs of material  and
services,  and  payroll  costs  for  employees  devoting  time  to the  software
projects.  These  costs are  amortized  over a period  not to exceed  five years
beginning when the asset is  substantially  ready for use. Costs incurred during
the preliminary project stage, as well as maintenance and training, are expensed
as incurred.


NOTE 2 - FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following as of September 30, 2003:

                                          Estimated
                                            Useful
                                            Lives
Automobiles                                    3         $          2,452
Kiosk equipment                                3                   45,850
Furniture and equipment                       5-7                 456,998
Computer equipment and software               3-5                  23,841
Intellectual property                          2                   26,523
Application development (software)             3                  188,317
                                                         ----------------
                                                                  743,981
Less: accumulated depreciation and
  Amortization                                                   (217,744)
                                                         ----------------
                                                         $        526,237

Depreciation and  amortization  expense was $65,885 and $135,042 for the periods
ending September 30, 2003 and 2002, respectively.


NOTE 3 - LEASES

Capital Leases

ENDO leases  equipment  under long-term  lease  agreements.  The leases covering
certain  equipment,  which expire over the next three years,  are  classified as
capital leases.  Property and equipment  includes equipment under capital leases
of $438,821.



<PAGE>

The future minimum lease  payments for capital  leases and for operating  leases
(with  initial or  remaining  noncancellable  terms in excess of one year) as of
September 30, 2003 follow:


Years ending                                        Amount
--------------------------------------------    ----------------
2004                                            $       156,033
2005                                                     89,839
2006                                                    103,041
                                                ---------------
                                                        348,913
Less: current maturities                                156,033
                                                ---------------
Capitalized leases - long-term                  $       192,880
                                                ===============

Operating Lease

ENDO  leases  its office  space for $2,000 per month on a month to month  basis.
ENDO had no other  operating  leases for the years ended  September 30, 2003 and
2002.


NOTE 4 - INCOME TAXES

For the years ended  September  30, 2003 and 2002,  ENDO has incurred net losses
and,  therefore,  has no tax liability.  The net deferred tax asset generated by
the loss  carry-forward  has been fully  reserved.  The cumulative net operating
loss  carry-forward  is  approximately  $18,000 at September 30, 2003,  and will
expire in the years 2021 through 2023.

Deferred income taxes consist of the following at September 30, 2003:

    Long-term:
      Deferred tax assets                          $       61,000
      Valuation allowance                                 (61,000)
                                                   --------------
                                                   $            -
                                                   ==============


NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock:

ENDO is authorized to issue 50,000,000  common shares of stock at a par value of
$0.001 per share.  These shares have full voting rights.  At September 30, 2003,
there were 12,568,866  shares  outstanding.  ENDO has not paid a dividend to its
shareholders.

Stock Options:

No compensation cost has been recognized for grants under the stock option plans
since all grants pursuant to these plans have been made at the current estimated
fair  values of ENDO's  common  stock at the grant  date.  There were no options
issued for the year ended September 30, 2003.


<PAGE>


The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions  used for  grants in fiscal  2002:  zero  dividend  yield,  expected
volatility  of 100%,  risk-free  interest  rate of 4.0% and expected  lives of 2
years.

The options  granted  have an  exercise  price of $.50 per share and vest at the
date of issuance. The maximum term of the options is two years.

The following table summarizes stock option activity:

Outstanding, October 1, 2002                                220,000
Granted                                                           -
Canceled                                                          -
Exercised                                                         -
                                                  -----------------
Outstanding, September 30, 2003                             220,000
                                                  =================

Exercisable at September 30, 2002                           220,000
                                                  =================

Weighted-average grant-date fair
  value of options, granted during
  the year                                        $               -
                                                  =================

Weighted-average remaining, years
  of contractual life                                             -
                                                  =================


NOTE 6 - CONCENTRATIONS OF CREDIT RISK

As of September  30, 2003,  amounts due from four  customers  amounted to 88% of
total trade accounts receivable.

Three customers  accounted for 20%, 13%, and 12% and one customer  accounted for
29% of  total  revenues  for  the  year  ended  September  30,  2003  and  2002,
respectively.