U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 333-42640
ENDO NETWORKS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 75-2882833
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2425 Dunwin Drive, Unit #3, Mississauga, Ontario, Canada L5L 3T5
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(Address of principal executive offices)
(905) 820-8800
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(Issuer's telephone number)
N/A
---
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes : X No:
As of March 9, 2004, there were 12,568,866 shares of Common Stock of the issuer
outstanding.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Item 3 Controls and Procedures 13
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Changes in Securities 14
Item 3 Default upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
2
ENDO NETWORKS, INC.
BALANCE SHEETS
March 31, 2004
ASSETS
March 31, 2004
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CURRENT ASSETS:
Accounts receivable $98,152
Prepaid expenses 60,222
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Total current assets 158,374
PROPERTY AND EQUIPMENT, net of accumulated deprecaition 522,022
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TOTAL ASSETS $680,396
================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $226,517
Accrued expenses 152,200
Capitalized leases - current 132,643
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Total current liabilities 511,360
Capitalized leases - non current 181,321
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TOTAL LIABILITIES 692,681
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 50,000,000 authorized,
12,568,866 shares issued and outstanding 12,569
Additional paid-in-capital 340,134
Accumulated deficit (364,988)
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Total Stockholders' Equity (12,285)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $680,396
================
See accompanying notes to interim condensed financial statements 3
ENDO NETWORKS, INC.
STATEMENT OF OPERATIONS
Three and Six Months Ended March 31, 2004 and 2003
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
Mar 31, 2004 Mar 31, 2003 Mar 31, 2004 Mar 31, 2003
--------------------------------------------------------------------
Revenue $145,311 $187,019 $202,055 $298,690
Cost of Goods Sold 77,215 113,866 172,952 194,471
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Gross Profit 68,096 73,153 29,103 104,219
Operating Expense:
Depreciation and amortization 4,912 9,735 16,736 17,083
General and administrative 107,864 66,785 192,894 142,473
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Total Operating Expense 112,776 76,520 209,630 159,556
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NET LOSS ($44,680) ($3,367) ($180,527) ($55,337)
====================================================================
Weighted average shares outstanding 12,565,866 12,565,866 12,565,866 12,565,866
====================================================================
Loss per share - basic and diluted ($0.00) ($0.00) ($0.01) ($0.00)
====================================================================
See accompanying notes to interim condensed financial statements 4
ENDO NETWORKS, INC.
STATEMENT OF CASH FLOWS
Six Months Ended March 31, 2004 and 2003
Six Months Six Months
Ended Ended
Mar 31, 2004 Mar 31, 2003
-----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($180,527) ($55,337)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Items not requiring cash - depreciation and amortization 16,736 17,083
Items not requiring cash - stock options issued 47,688
(Increase) decrease in accounts receivable 60,072 (76,131)
(Increase) decrease in deposits (3,208)
(Increase) decrease in parts inventory (2,683)
(Increase) decrease in prepaid expenses (1,080) (826)
Increase (decrease) in accounts payable & accrued expenses 88,931 113,632
-----------------------------------
NET CASH (USED) IN OPERATING ACTIVITIES: 31,820 (7,470)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) disposal of assets (12,521) 19,582
CASH FLOWS FROM FINANCING ACTIVITIES:
Subscriptions receivable 0 25,308
Proceeds from (payments on) lease financing (34,949) (47,625)
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Total cash flows from financing activities (34,949) (22,317)
-----------------------------------
NET INCREASE IN CASH ($15,650) ($10,205)
CASH, BEGINNING OF PERIOD 15,650 18,903
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CASH, END OF PERIOD $0 $8,698
===================================
See accompanying notes to interim condensed financial statements 5
ENDO NETWORKS, INC.
Notes to the Financial Statements
March 31, 2004
NOTE 1: MANAGEMENT REPRESENTATION AND PRESENTATION
Operating results for the three months ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2004. It is suggested that the financial statements be read in conjunction with
the audited financial statements and notes for the fiscal year ended September
30, 2003 included in the Endo Network's Current Report on Form 10-KSB filed on
February 6, 2004.
The balance sheet of ENDO Networks as of March 31, 2004, the related statements
of operations for the three months ended March 31, 2004 and 2003 and the
statements of cash flows for the three months ended March 31, 2004 and 2003
included in the financial statements have been prepared by Endo Networks without
audit. In the opinion of management, the accompanying financial statements
include all adjustments (consisting of normal, recurring adjustments) necessary
to summarize fairly the Endo Network's financial position and results of
operations. The results of operations for the three and six months ended March
31, 2004 are not necessarily indicative of the results of operations for the
full year or any other interim period. Notes to the financial statements which
would substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year ended September 30, 2003 to be
reported in Form 10-KSB, have been omitted.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OUR BUSINESS
ENDO Networks, Inc. (ENDO) is a company that uses technology and proven
marketing tactics to engage consumers and compel specific behaviors in high
traffic public locations such as events, retail and restaurant locations across
North America, and online. ENDO also develops application software and client
controlled media including television and radio.
RISKS AND UNCERTAINTIES
All of the following risks may impair our business operations. If any of the
following risks actually occurs, our business, financial condition or results of
operations could be materially adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment. Additional risks include: We may not be able to adequately protect
and maintain our intellectual property. Our dependence on certain local third
parties may impact our ability to control certain aspects of our operations. We
6
may have difficulty competing with larger and better financed companies in our
sector. New legislative or regulatory requirements may adversely affect our
business and operations. We are dependant on certain key existing and future
personnel. We may be subject to product liability claims in the future. There
may not be sufficient liquidity in the market for our securities in order for
investors to sell their securities.
ACCOUNTING FOR STOCK-BASED COMPENSATION
Endo Networks accounts for stock-based compensation issued to employees and
advisors of Endo Networks using the intrinsic value based method as prescribed
by APB Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25").
Under the intrinsic value based method, compensation is the excess, if any, of
the fair value of the stock at the grant date or other measurement date over the
amount an employee must pay to acquire the stock. Compensation, if any, is
recognized over the applicable service period, which is usually the vesting
period.
In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123"). This standard, if fully adopted, changes the
method of accounting for employee stock-based compensation plans to the fair
value based method. For stock options and warrants, fair value is determined
using an option pricing model that takes into account the stock price at the
grant date, the exercise price, the expected life of the option or warrant and
the annual rate of quarterly dividends. Compensation expense, if any, is
recognized over the applicable service period, which is usually the vesting
period.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
ENDO Networks does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on ENDO's results of operations,
financial position or cash flow.
STOCK OPTION PLANS
There were 690,500 stock options issued during the three months ended March 31,
2004. We used the Black Scholes method to value these options and took a charge
to our income statement of $47,688. The options are exercisable at $0.50 and
expire on December 31, 2006.
REVENUE RECOGNITION
ENDO recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectability is probable. ENDO recognizes revenue from the sale of advertising
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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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-QSB and in our
Form 10-KSB. This report contains forward-looking statements including, without
limitation, statements regarding trends, cyclicality, seasonality, volatility
and growth in the markets we sell into, our strategic direction, our future
effective tax rate and use of tax income from withholding, new product
introductions, our liquidity position, our ability to generate cash from
continuing operations, our expected order and revenue growth, the potential
impact of our adopting new accounting pronouncements, our financial results, the
impact and timing of our enterprise resource planning and customer relationship
management systems implementation, our obligations under our retirement and
post-retirement benefit plans, timing of, costs related to, and savings from our
restructuring programs, the existence or length of an economic recovery and our
ability to take advantage of a recovery that involve risks and uncertainties.
Our actual results could differ materially from the results contemplated by
these forward-looking statements due to various factors, including those
discussed below in "Factors That May Affect Future Results" and elsewhere in
this Form 10-QSB.
OVERVIEW
Endo Networks Inc. helps businesses acquire qualified new customers and
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
9
- 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
entertainment, government, manufacturing, amateur sports, professional sports,
and telecommunications in both the United States and Canada.
LIQUIDITY AND CAPITAL RESOURCES
Total assets decreased from $616,080 at December 31, 2003 to $680,396 at March
31, 2004. The increase is primarily attributable to the increase in accounts
receivable and fixed assets.
From December 31, 2003 to March 31, 2004, our cash and cash equivalents
decreased by $7,100 as a result of an operating loss of $(44,860). The operating
loss was a result of us putting a lot of emphasis on development of new business
which we believe will result in sales in the remaining two fiscal quarters.
The general, administrative and selling expenditures were incurred primarily for
salaries and consulting fees.
We do expect to incur material capital expenditures for the next 12 months.
There is no assurance we will be able to generate sufficient revenues or obtain
sufficient funds when needed, or whether such funds, if available, will be
obtained on terms satisfactory to us. We do not have any long term or contingent
obligations that must be satisfied.
CRITICAL ACCOUNTING POLICIES
Our Unaudited Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis of making judgments about the carrying values of assets and liabilities
10
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
We believe the following critical accounting policies, among others, affect our
more significant judgments and estimates used in the preparation of our
financial statements:
ALLOWANCE FOR DOUBTFUL ACCOUNTS
We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. The allowance for
doubtful accounts is based on specific identification of customer accounts and
our best estimate of the likelihood of potential loss, taking into account such
factors as the financial condition and payment history of major customers. We
evaluate the collectibility of our receivables at least quarterly. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. The differences could be material and could significantly impact cash
flows from operating activities.
VALUATION OF INTANGIBLES
From time to time, we acquire intangible assets that are beneficial to our
product development processes. We periodically evaluate the carrying value of
intangibles, including the related amortization periods. In evaluating acquired
intangible assets, we determine whether there has been impairment by comparing
the anticipated undiscounted cash flows from the operation and eventual
disposition of the product line with its carrying value. If the undiscounted
cash flows are less than the carrying value, the amount of the impairment, if
any, will be determined by comparing the carrying value of each intangible asset
with its fair value. Fair value is generally based on either a discounted cash
flows analysis or market analysis. Future operating income is based on various
assumptions, including regulatory approvals, patents being granted, and the type
and nature of competing products. If regulatory approvals or patents are not
obtained or are substantially delayed, or other competing technologies are
developed and obtain general market acceptance, or market conditions otherwise
change, our intangibles may have a substantially reduced value, which could be
material.
DEFERRED TAXES
We record a valuation allowance to reduce the deferred tax assets to the amount
that is more likely than not to be realized. We have considered estimated future
taxable income and ongoing tax planning strategies in assessing the amount
needed for the valuation allowance. Based on these estimates, all of our
deferred tax assets have been reserved. If actual results differ favorably from
those estimates used, we may be able to realize all or part of our net deferred
tax assets.
11
Such realization could positively impact our operating results and cash flows
from operating activities.
RESULTS OF OPERATIONS
COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED MARCH
31, 2004 TO THREE MONTHS ENDED MARCH 31, 2003
REVENUE. During the three months ended March 31, 2004, we generated $145,311
from sales compared to revenues from sales for the three months ended March 31,
2003 of $187,019. This decrease of $41,708 or 22% is primarily due to key
projects that we are working on which have taken time away from pursuing smaller
business accounts.
GROSS PROFIT. Gross profit on sales for the three month ended March 31, 2004 was
$68,096 compared to $73,153 for the three months ended March 31, 2003, a
decrease of $5,057. The decrease in gross profits during the three months ended
March 31, 2004, was due to a decrease in revenue. However, the gross profit as a
percent of sales increased to 47% in the three months ended March 31, 2004 from
39% in the three months ended March 31, 2003.
GENERAL, ADMINISTRATIVE AND SELLING EXPENSES. We incurred
General, Administrative and Selling expenses of $107,864 for the three months
ended March 31, 2004, compared to $66,785 for the three months ended March 31,
2003, an increase of $41,079, which includes the $47,688 charge for the stock
options we issued. Excluding the charge for the stock options, our general &
administrative expenses declined by $6,609. This increase in General,
Administrative and Selling expenses was primarily the result of the charge of
$47,688 for the stock options.
NET LOSS AND LOSS PER SHARE.
As a result of the above, in the three months ended March 31, 2004, our net loss
was $(44,680). The net loss per share was $(0.0) compared to $(0.00) per share
in the same period during 2003.
ASSETS AND LIABILITIES. At March 31, 2004, we had total assets of $680,396
compared to total assets of $616,080 at December 31, 2003. Cash was $-0- at
March 31, 2004, a decrease of $7,100 from $7,100 cash on hand as of December 31,
2003. Cash generated from operations was a negative $7,100 due to an increase of
$60,072 of accounts receivable; an increase of liabilities of $88,931, and cash
used by financing activities from the repayment of loans was $(34,949); and we
used $12,521 to purchase equipment during the quarter ended March 31, 2004.
12
Accounts receivable was $98,152 at March 31, 2004, an increase of $41,110 from
the $57,042 at December 31, 2004 due to an increase in sales. Total liabilities
at March 31, 2004 were $692,681, an increase of $59,478 from $633,203 at
December 31, 2003. Accounts payable and accrued liabilities were $511,360 at
March 31, 2004, an increase of $68,902 from the $442,458 at December 31, 2003.
FORWARD LOOKING STATEMENTS. This Form 10-QSB contains forward- looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements made by Endo Networks involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Factors that could cause actual results to
differ materially from the forward looking statements include, but are not
limited to, risks associated with lack of significant operating history, demand
for the Endo Network's products, international business operations, dependence
on licensees, governmental regulations, technological changes, intense
competition and dependence on management. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. The
Company's management disclaims any obligation to forward- looking statements
contained herein to reflect any change in the Endo Network's expectation with
regard thereto or any change in events, conditions, circumstances or assumptions
underlying such statements.
ITEM 3. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation
of the Endo Network's management, including our Chief Executive Officer and
Chief Financial Officer, regarding the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act
of 1934) as of December 31, 2003. As a result of their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that the Endo
Network's disclosure controls and procedures are effective to ensure that
information required to be disclosed by Endo Networks in reports that it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms. There were no changes in the Endo Network's
internal control over financial reporting that occurred during the quarter ended
December 31, 2003, that has materially affected and is reasonably likely to
materially affect, the Endo Network's internal control over financial reporting.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. EMPLOYMENT AGREEMENTS
None
ITEM 3. RECENT SALES OF UNREGISTED SECURITIES
None
ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as
part of this report.
Exhibit No. Document
31.1 Certification of Chief Executive Officer required by Rule
13a-14/15d-14(a) under the Exchange Act.
31.2 Certification of Chief Financial Officer required by Rule
13a-14/15d-14(a) under the Exchange Act.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: June 3, 2004 ENDO NETWORKS, INC.
By: /s/ Peter Day
------------------------
Peter Day
President and CEO
/s/ Peter Day
------------------------
Peter Day,
Chief Financial Officer
14
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
----------------------------------------
I, Peter Day, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Endo Networks, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
32
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: June 3, 2004
/s/ Peter Day
-------------------------
Peter Day
Chief Executive Officer
33
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
----------------------------------------
I, Peter Day, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Endo Networks, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: June 3, 2004
/s/ Peter Day
-----------------------
Peter Day,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Endo Networks, Inc. (the "Company")
on Form 10-QSB for the period ending March 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Peter
Day, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
/s/ Peter Day
---------------------------
Peter Day,
Chief Executive Officer
June 3, 2004
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Endo Networks, Inc. (the "Company")
on Form 10-QSB for the period ending March 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report'), I, Peter
Day, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
/s/ Peter Day
--------------------------
Peter Day,
Chief Financial Officer
June 3, 2004