FORM 10-KSB

                       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, 2002, 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, 2002: $ 1,789,475

Shares of common stock outstanding at September 30, 2002:     12,568,966


<PAGE>



PART I.

ITEM 1:  DESCRIPTION OF BUSINESS

OVERVIEW

Endo Networks Inc. builds interactive public networks.

The component  parts  generally  deployed  within a public  location  include an
in-house TV service (with several  strategically placed TVs), a background audio
service,  and  various  touchscreen  interactive  devices  (kiosks,  tablet PCs,
wireless handhelds, etc.).

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  currently does business under two primary  brands:  Endo Networks
and Streamline Media. The Endo Networks (www.endonetworks.com) brand encompasses
all network related  business.  The Streamline  Media  (www.streamlinemedia.com)
brand encompasses  traditional Internet and interactive  design/production  work
not related to the network  business.  The Streamline Media business provides an
important  source of revenue and  continually  exposes our design and production
team to new ideas and  technologies,  which in turn  benefit  our Endo  Networks
business as they utilize the same competencies.

As of December 2002 Endo Networks had 18 total employees, 15 full-time.

PRODUCTS/SERVICES/MARKETS

Deployment Locations

Endo Networks deployments are located in high-traffic public areas including:
         Events (i.e. consumer and trade shows)
         Retail stores
         Restaurants
         Government community centers

Endo Networks deployments are able to 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:

         Entertainment
         Background music, In-house TV and Radio, trivia, games...

         Advertising and promotion
         Exterior branding,  Radio-style  commercials,  TV commercials,  Instant
         coupons,   Interactive  promotions,   Contests,  1  to  1  relationship
         marketing (CRM)...


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<PAGE>

         Information and training
         Nutrition  guides,  Directories,   Store  locators,  Interactive  staff
         training...

         Loyalty and rewards
         Points, Rewards, 1 to 1 relationship marketing (CRM)...

         Internet and eCommerce
         Web link, eMail, Surf, Shop, connect to back end systems...

         Essentially,  any  application  and/or service which requires a network
technology platform for delivery.

These applications  target both consumers and employees.  The combination of TV,
audio and interactive creates a uniquely effective and measurable  communication
medium.

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 offer less margin
for Endo Networks long term, and 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.

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<PAGE>

         *        3rd party  applications  which we re-sell into the location to
                  either the location or the guests within the location.
         *        Endo  Networks  utilizes  the  deployment  to promote  our own
                  brands,  to  reach  more  potential  host  locations  and more
                  outside brands,  and to drive use of the interactive  stations
                  for increased revenue.

Network Access

In the short term, consumer and staff access to applications is via freestanding
network  access  points such as kiosks,  while  management  is  provided  with a
wireless appliance for access to various application functionality.

In the medium  term,  additional  network  access  points will be  deployed  for
consumer  and  staff  access,  i.e.  in  booths  at  restaurants,  or  dedicated
employee-access stations.

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.


In North America, there are no established initiatives in the interactive public
network space which pursue a strategy of  aggregation  and  integration  as does
Endo Networks.  There may be direct  competitors  operating on a regional basis,
but as of December  2002 we have not  encountered  any direct  competition.  The
enormous  number of  potential  locations  means  there is ample room for direct
competition, which can assist in growing the market segment.

If we look for other  business  initiatives  that compete with us for space in a
host location, there are many. These initiatives are generally single or limited
function  network or  non-network  devices  that  compete  with part of the Endo
Networks  service  offering.  In some cases,  these  initiatives  may  represent
potential   application  partners  for  Endo  Networks  -  for  example,   these
applications  may  wish to exit  the  network  deploy/manage  segment  of  their
business,  and instead  negotiate  carriage with Endo Networks.  This allows the
application to focus more of their resources on improving their application, and
enhances our offering.

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



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<PAGE>


A partial list of initiatives with which we compete or potentially partner is as
follows:

Audio services

This includes all forms of background audio used in a host location, i.e. Musac,
DMX, Radio,  Jukebox,  etc. The flexibility and  functionality  of our partner's
background audio solution  greatly exceeds anything else currently  available on
the market.  This solution leverages our investment in infrastructure to benefit
from a powerful server,  touchscreen,  TVs, wireless and other peripherals, at a
cost less than building and  maintaining  their own network.  No single  purpose
network can afford this level of network  deployment,  and therefore they cannot
offer this level of functionality on their current business models.

Client Controlled Media (In-house TV)

An emerging market  opportunity lies with Client Controlled Media (a.k.a.  Place
Based Media). This technology leverages digital servers and network distribution
technology  to deliver a "private  label"  in-house TV service.  Endo  currently
offers a proprietary  In-house TV service which  leverages  our  deployment  for
greatly  enhanced  functionality.  Long  term,  it is our  desire  to  secure an
application  partner to grow this  offering.  Short term, as part of our overall
integrated offering our In-house TV service is very compelling.

Gift Cards

Many  retail   businesses  are  migrating  from  traditional   paper-based  gift
certificates  to gift  cards,  which  function  essentially  as a private  label
currency.  We are currently working with leading providers of this technology to
offer a "one card"  loyalty/gift/cashless  ATM solution to our  partners,  which
will be integrated into our entire offering, essentially giving us a new form of
currency.  This will also serve to reduce our cash collection costs. Once again,
the benefits of aggregating  this  application into our total solution provide a
substantial competitive advantage.

HR/Learning Management Systems

An  interactive  network  access point,  combined  with TV and audio,  affords a
unique opportunity for a retailer to measurably communicate with their own staff
as well as  customers.  From the  initial  job  application,  to  ongoing  daily
communications,  to employee growth, Endo Networks will shortly deliver a unique
solution for our location  partners.  We are working with several  partners with
leadership  positions  in these fields to jointly  deliver  this new  integrated
offering in 2002. As with all other  applications,  the  aggregation  provides a
competitive advantage.

Bank machines

The primary reason a retailer  offers a bank machine on their premise is because
a  substantial  percentage  of the  transactions  result in money  spent at that
retailer. The above mentioned Gift Card technology currently in development will
allow retailers a better alternative,  integrating this functionality with their
CRM  initiatives.  By  eliminating  the need to store large amounts of cash in a
bank machine on the location,  Endo Networks benefits from a substantially lower
cost of managing the service.


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<PAGE>


Future opportunities for partnership and new competition:

         POS (Cash Registers)
         CRM
         Gaming
         Internet Access/eMail Stations
         Supply Chain Management
         Automation
         Telecommunication

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
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 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.



                                       6

<PAGE>


CUSTOMERS

Deployments

Our focus has been on securing business in our four initial categories  (Retail,
Food Service,  Events and  Government)  in the Greater  Toronto Area of Ontario.
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),  with  particular  emphasis on those
with US  counterparts.  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

We have active  deployments  with  several  retail  chains,  with  several  more
projects nearing the deployment stage in mass merchandise  retail and automotive
retail.

Food Service

We have active Food Service  projects in both Pub and Casual Dining  categories.
We expect  expansion  this year of both these  categories,  and new  projects in
Family Dining and Night Club categories.

Events

We have a number of  active  event and  field  marketing  projects.  There are a
number of additional projects booked for 2003, and in proposal stage.

Government

Most  governments  are currently  investigating  the use of  interactive  public
network  technology  to improve  the  service  they offer  their  citizens,  and
implement a plan for future cost  avoidance.  Endo  Networks  has  formalized  a
relationship with a company that provides software  solutions to several hundred
governments  in North  America.  Through this  relationship  we will continue to
expand our projects in this category.

Future Potential Deployment Categories

                        Doctors Offices  Shopping Malls  Grocery Stores
                        Airports  Convenience Stores
                        Resorts/Hotels Office Buildings

Outside Brand Partners

Outside brand partners are an important part of most Endo deployments.  Based on
extremely strong,  measurable results, we have a number of outside brand partner
relationships, and more in negotiation, tied to specific projects.



                                       7

<PAGE>

There are many factors which make our offering more  attractive to outside brand
partners than other advertising vehicles, however, perhaps the most important is
availability of action. We can communicate a call to action very effectively via
Audio and TV, to which the target potential customer can respond immediately via
our  Interactive  touchscreens  - before  the call to action  has a chance to be
diluted by competing messages.



APPLICATION PARTNERS

Historically,  a  substantial  portion  of our  application  offering  has  been
proprietary to Endo Networks.  This year, as various projects gain traction,  we
have  started to  integrate  a number of leading  third-party  applications  for
automotive, training, behavioural profiling, CRM and background audio. We intend
to continue  aggressively pursuing partnerships with leaders currently providing
non-aggregated  applications  into our  target  markets.  This will  allow us to
leverage their core competencies, delivering a continually-improving solution to
our  partners,  while  allowing  us to shift  resources  away  from  application
development and towards network growth.

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  audio,  video  and  interactive  Content
management   applications   Various  eCommerce   applications  Code  related  to
integrating third party applications

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.



                                       8

<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

b. Holders

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

Registrant has no warrants outstanding.

ITEM 6:  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION  SUMMARY OF
2002

Revenues  for the year ended  September  30, 2002 were  $792,482  compared  with
$98,531 for the period from  inception  (January 30, 2001) to September 30, 2001
and cost of sales for the same periods were $379,328 and $0 respectively.  Sales
increased by 800% because we were developing  contacts and generating  business.
In the prior period we performed  only  service work and  therefore  the cost of
sales was zero. In the year ended September 30, 2002, our revenues consisted not
only of service but of product deployments which caused us to have cost of sales
of  $379,328  or 48% of sales.  Along with the  increase  in sales our  expenses
increased  from a total of $102,300 in the prior  period to $572,941 in the year
ended  September  30,  2002,  a  560%  increase.   This  was  due  to  increased
depreciation  and  amortization  of  equipment  that we  deployed  on  jobs  and
increased  expenses  of the  work  performed.  One of the main  reasons  for the
increase in expenses was that we are growing and  constantly  putting more funds
back into developing new ideas and proposals to continue our growth.

Deployments
-----------

Continued to prove the  attractiveness  of an aggregated model to host locations
Proved  our  ability  to  remotely  manage and  support a  deployment  Generated
substantial revenue from Paid deployments in:

     -   Food Service (Pub)
     -   Event (Field Marketing, Home Shows)
     -   Retail (Beer, Duty Free, Garden Center)
Initiated  projects with major  international  brands in all target  categories.



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APPLICATIONS
------------

Expanded our expert understanding of how to customize applications for touch and
public use.

Expanded our expert  understanding of how to aggregate  applications for maximum
effectiveness.

Integrated 802.11 b wireless networking

Developed initial version of applications for TabletPC and PocketPC.

Integrated Endo  applications with leading  application  providers in Automotive
sector,  and  began  integration  with  leading  providers  of  POS,  HR and CRM
applications

OUTSIDE BRAND PARTNERS

Continued to show substantial ROI to outside brand partners

Developed  new  relationships  with  outside  brand  partners in key  categories
related to deployments.

ACQUISITION

Not applicable

OPERATIONS

Funded operations out of revenue

Introduced  new  management   structure  for  increased  efficiency  and  better
responsiveness

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
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


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<PAGE>

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

None.

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

Wayne Holm
----------

            Served since November 2001 and expires at the next annual meeting

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 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 and Partner
in Streamline Media,  Inc., a computer software and web design company from 2000
to present.  President of Endo Networks, Inc. from 2000 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, 2002.

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<PAGE>

The Company has no retirement or stock option or bonus plan.


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          37.9%
                2624 DUNWIN DRIVE, UNIT #3
                MISSISSUAGA, ONTARIO L5L 3T5

COMMON          DEAN T. HIEBERT                      2,432,500          20.2%
                2624 DUNWIN DRIVE, UNIT #3
                MISSISSUAGA, ONTARIO L5L 3T5

COMMON          WAYNE HOLM                             100,000           0.8%
                2624 DUNWIN DRIVE, UNIT #3
                MISSISSUAGA, ONTARIO L5L 3T5

COMMON          WOODBRIDGE MANAGEMENT, LTD.          2,000,000          16.6%
                192 BLUE HILL ROAD SOUTH
                NASSAU, BAHAMAS

COMMON          ALL OFFICERS, DIRECTORS &            9,685,000          80.1%
                BENEFICIAL HOLDERS AS A GROUP


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 2001,  the Company  issued  4,577,500  shares to its Peter B. Day and
issued 2,432,500 to Dean Hiebert in consideration for intellectual property.













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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, 2002

Statements  of  Operations  - Period  January  30, 2001 (date of  inception)  to
September 30, 2001 and for the Year Ended September 30, 2002

Statement  of  Stockholders'  Equity - Period  from  January  30,  2001 (date of
inception) to September 30, 2002

Statement  of Cash  Flows - Period  January  30,  2001  (date of  inception)  to
September 30, 2001 and for the Year Ended September 30, 2002

Notes to the Financial Statements

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

None

(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.

Item 9: Regulation FD Disclosure

In accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the  Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial
Officer executed the following written  statements which statements  accompanied
the filing with the Securities and Exchange  Commission of this Quarterly Report
on Form 10-KSB:

                Certification Pursuant To 18 U.S.C. Section 1350,
                             As Adopted Pursuant To
                  Section 906 of The Sarbanes-Oxley Act of 2002

I, Peter B. Day, Chief  Executive  Officer and Chief  Financial  Officer of Endo
Networks,  Inc.  (the  "Company"),  certify,  pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:


                                       13

<PAGE>


*    the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
September 30, 2002, as filed with the Securities and Exchange  Commission on the
date hereof (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

*    the information  contained in the Report fairly  presents,  in all material
respects,  the  financial  condition and result of operations of the Company for
the periods presented therein.

                                     Endo Networks, Inc.
                                     Registrant


                                     By:  Peter B. Day
                                          ------------
                                          Peter B. Day
                                     Its: President and Chief Financial Officer












                                       14

<PAGE>


                              MALONE & BAILEY, PLLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                           5444 Westheimer, Suite 2080
                              Houston, Texas 77056
                          713-840-1210 Fax 713-840-9034

INDEPENDENT AUDITOR'S REPORT

To the Board of  Directors  ENDO  Networks,  Inc.  (formerly  Discount  Mortgage
Source, Inc.)

We have audited the  accompanying  balance  sheet of ENDO  Networks,  Inc. as of
September  30,  2002 and the related  statements  of  operations,  stockholders'
equity,  and cash flows for year ended  September  30,  2002 and the period from
inception  (January 30,  2001)  through  September  30,  2001.  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States.  Those standards require that I 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 audit  provides 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, 2002,  and the results of operations  and its cash flows for
the year ended  September  30, 2002 and the period from  inception  (January 30,
2001)  through  September  30, 2001 in  conformity  with  accounting  principles
generally accepted in the United States.


                           /S/ MALONE & BAILEY, PLLC
                           -------------------------
                               MALONE & BAILEY, PLLC
                               HOUSTON, TEXAS



January 13, 2003
                                       F-1


<PAGE>


<TABLE>

<CAPTION>


                               ENDO NETWORKS, INC.

                                  BALANCE SHEET
                               September 30, 2002

                                     ASSETS
                                     ------

<S>                                                                               <C>

CURRENT ASSETS:
    Cash                                                                                    $18,903
    Accounts receivable                                                                      69,771
    Parts inventory                                                                          12,700
    Prepaid expenses                                                                         50,705
                                                                                  ------------------
    Total current assets                                                                    152,079

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $125,339                         422,670


                                                                                  ------------------
TOTAL ASSETS                                                                               $574,749
                                                                                  ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES
    Accounts payable                                                                        $45,439
    Accrued expenses                                                                         85,335
    Capitalized leases - current                                                            142,057
                                                                                  ------------------
    Total current liabilities                                                               272,831

    Capitalized leases - net of current portion                                             185,767
                                                                                  ------------------

TOTAL LIABILITIES                                                                           458,598

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 50,000,000 authorized,
       12,568,866 shares issued and outstanding                                              12,569
    Subscriptions receivable                                                                (25,308)
    Additional paid-in-capital                                                              292,446
    Accumulated deficit                                                                    (163,556)
                                                                                  ------------------
        Total Stockholders' Equity                                                          116,151
                                                                                  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $574,749
                                                                                  ==================

</TABLE>




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


                                      F-2

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.

                            STATEMENTS OF OPERATIONS

                   For the Year Ended September 30, 2002, and
     Period from Date of Inception (January 30, 2001) to September 30, 2001


                                                                         Date of inception
                                                             Year         (Jan 30, 2001)
                                                             ended              to
                                                         Sept 30, 2002     Sept 30, 2001
                                                       ------------------------------------
<S>                                                    <C>               <C>


REVENUE                                                         $792,482           $98,531
COST OF REVENUES                                                 379,328
                                                       ------------------------------------

GROSS PROFIT                                                     413,154            98,531

OPERATING EXPENSE:
    Depreciation and amortization                                135,042            36,057
    General and administrative                                   437,899            66,243
                                                       ------------------------------------
        Total Operating Expense                                  572,941           102,300
                                                       ------------------------------------

NET INCOME (LOSS)                                              ($159,787)           (3,769)
                                                       ====================================

Weighted average shares outstanding                           12,404,352         7,539,344
                                                       ====================================

Loss per share - basic                                            ($0.01)           ($0.00)
                                                       ====================================

</TABLE>
















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

                                      F-3

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.

           STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
     Period from Date of Inception (January 30, 2001) to September 30, 2002



                                         Common            Common         Subscriptions        Paid In         Accumulated
                                         Shares            Amount          Receivable          Capital           Deficit
                                    ------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>            <C>                  <C>             <C>

Balance, January 30, 2001
    (date of inception)                           -0-           $   -0-           $   -0-           $   -0-           $   -0-

Shares issued for:
    Assets                                  7,060,000             7,060                              21,920
    Cash                                      359,000               359           (19,980)           83,958
    Services                                1,472,666             1,473                               8,556
    Rent and expenses                         500,000               500                               2,447

Reverse acquisition with
    Discount Mortgage Source,
    Inc. - effective 9/30/2001              2,679,300             2,679                              (2,679)

Net loss                                                                                                               (3,769)

                                    ------------------------------------------------------------------------------------------
Balance, September 30, 2001                12,070,966            12,071           (19,980)          114,202            (3,769)

Shares issued for:
    Cash                                      497,900               498            (5,328)          178,244

Net loss                                                                                                             (159,787)

                                    ------------------------------------------------------------------------------------------
Balance, September 30, 2002                12,568,866           $12,569          ($25,308)         $292,446         ($163,556)
                                    ==========================================================================================

</TABLE>















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


                                      F-4

<PAGE>

<TABLE>

<CAPTION>

                               ENDO NETWORKS, INC.

                             STATEMENT OF CASH FLOWS

                   For the Year Ended September 30, 2002, and
     Period from Date of Inception (January 30, 2001) to September 30, 2001


                                                                                            Date of inception
                                                                               Year         (Jan 30, 2001)
                                                                               ended              to
                                                                           Sept 30, 2002     Sept 30, 2001
                                                                         ------------------------------------
<S>                                                                      <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                     ($159,787)          ($3,769)
    Adjustments to reconcile net loss to net
         cash (used) by operating activities:
           Depreciation and amortization                                           135,042            36,057
           Stock issued for services                                                                  10,029
           (Increase) in accounts receivable                                       (58,335)          (11,436)
           (Increase) decrease in customer deposits                                 40,345           (40,345)
           (Increase) in prepaid expenses                                           50,563              (142)
           (Increase) in parts inventory                                           (12,700)
           Increase in accounts payable                                             20,241             25,198
           Increase in accrued expenses                                             69,084             16,251
                                                                             ------------------------------------
NET CASH USED BY OPERATING ACTIVITIES:                                             (16,763)           31,843

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of assets                                                            (282,815)         (278,936)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                                           178,742            84,318
    Subscriptions receivable                                                        (5,328)          (19,980)
    Proceeds from lease financing                                                  262,962           198,099
    Payments on lease financing                                                   (118,337)          (14,992)
                                                                         ------------------------------------
    Total cash flows from financing activities                                     318,039           247,445

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

NET INCREASE IN CASH                                                               $18,551              $352

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

CASH, END OF PERIOD                                                                $18,903              $352
                                                                         ====================================


</TABLE>


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







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

                                      F-5

<PAGE>

                              ENDO NETWORKS, INC.
                          Notes to Financial Statements
                               September 30, 2002

NOTE A - 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 generally  accepted
accounting principles 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.


                                      F-6

<PAGE>


Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carryforwards.  Deferred  tax assets  and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

Income (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, 2002 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, 2002.  For the period from  inception  through  September 30, 2001
there were no common stock equivalents outstanding.

Recently Issued Accounting Pronouncments

The  Company  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

The Company  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.


                                      F-7

<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 costs,  are
expensed as incurred.


NOTE B - FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following as of September 30, 2002:

                                                ESTIMATED
                                                 USEFUL
                                              LIVES IN YEARS
                                             ----------------
        Furniture and equipment                   5 - 7            $  438,301
        Computer equipment and software           3 - 5                22,365
        Intellectual property                       2                  26,523
        Application development (software)          3                  87,343

        Less: accumulated depreciation and
         amortization                                                (151,862)
                                                                   ----------
                                                                   $  422,670
                                                                   ==========
Depreciation and  amortization  expense was $135,042 and $36,057 for the periods
ending September 30, 2002 and 2001, respectively.


NOTE C - LEASES

The Company  leases  equipment  under  long-term  lease  agreements.  The leases
covering  certain  equipment,  which  expire  over  the  next  four  years,  are
classified as capital leases.  Property and equipment  includes  equipment under
capital  leases of  $367,875,  less  accumulated  depreciation  of  $80,545,  at
September 30, 2002.

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, 2002 follow:


                                      F-8

<PAGE>


                                                                    CAPITAL
                         YEARS ENDING                                LEASES
                                                                 ---------------
                             2003                                $    139,861
                             2004                                     133,464
                             2005                                      51,079
                             2006                                       3,419
                     Total minimum lease payments                     327,824
            Less amount representing executory costs                   (2,197)
                                                                 ---------------
                     Net minimum lease payments                       325,627
            Less amount representing interest                         (38,279)
                                                                 ---------------
                     Present value of net minimum
                        lease payments                                287,348
                     Less current maturities                         (183,460)
                                                                 ---------------
                                                                 $    103,888
                                                                 ===============

The  Company  leases its  office  space for $2,000 per month on a month to month
basis.  The Company had no operating  leases for the years ended  September  30,
2002 and 2001.


NOTE D - INCOME TAXES

The Company had net operating  losses of $163,556 for the period from  inception
(January  30,  2001) to  September  30,  2002.  No  deferred  tax asset has been
recognized  for the operating loss as any valuation  allowance  would reduce the
benefit to zero.

         Operating losses expire:   2021             $    3,769
                                    2022             $  159,787

The Company has adopted the asset and liability  method of accounting for income
taxes as required by SFAS No. 109. In accordance  with SFAS No. 109, the Company
has recorded a valuation  allowance  equal to the deferred tax asset as a result
of ENDO's "going concern" opinion referred to in Note F and the uncertainty that
it will be realized.

The  components  of the  provision  (benefit)  for income taxes  included in the
financial statements as of September 30, 2001 are as follows:

Deferred tax assets:                                   Sept 30, 2002
                                                       -------------
Net operating loss carryforwards                         $(163,556)
Valuation allowance                                        163,556
                                                         ---------
Total deferred income tax assets                              -0-
Total deferred income tax liabilities                         -0-
                                                         ---------
Net deferred income tax assets                           $    -0-
                                                         =========



                                      F-9

<PAGE>


NOTE E - STOCKHOLDERS' EQUITY

Common Stock:

The Company 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, 2002, there were 12,568,866 shares  outstanding.  The Company 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. Had  compensation  cost of
ENDO's stock options been  determined  based on the fair value at the grant date
for awards in fiscal  2002,  ENDO's  pre-tax loss in fiscal 2002 would have been
increased by approximately $33,000.

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, 2001                                    -
        Granted                                                   220,000
        Canceled or expired                                             -
        Exercised                                                       -
                                                               ----------
        Outstanding, September 30, 2002                           220,000
                                                               ==========
        Exercisable at September 30, 2002                         220,000
                                                               ==========
        Weighted-average grant-date fair value of
         options, granted during the year                      $     .15
        Weighted-average remaining, years of
         contractual life                                               1
                                                               ==========


NOTE F - CONCENTRATIONS OF CREDIT RISK

As of September 30, 2002,  amounts due from three  customers  amounted to 68% of
total trade accounts receivable.

One  customer  accounted  for 29% and 60% of total  revenues  for the year ended
September 30, 2002 and for the period from inception through September 30, 2001,
respectively.


                                      F-10