U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 333-42640
ENDO NETWORKS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 75-2882833
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2425 Dunwin Drive, Unit #3, Mississauga, Ontario, Canada L5L 3T5
(Address of principal executive offices)
(905) 820-8800
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:
Yes: X No:
As of August 1, 2004, there were 12,635,366 shares of common stock of the issuer
outstanding.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Item 3 Controls and Procedures 13
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 14
Item 3 Default upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
ENDO NETWORKS, INC.
BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)
ASSETS
Current assets
Accounts Receivable $ 208,829
Prepaid expenses 55,102
---------
263,931
PROPERTY AND EQUIPMENT, net of accumulated depreciation 483,948
---------
TOTAL ASSETS $ 747,879
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 256,130
Accrued expenses 165,650
Capitalized leases - current 112,976
---------
Total current liabilities 534,756
Capitalized leases - non current 153,120
---------
TOTAL LIABILITIES 687,876
---------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 50,000,000 shares
Authorized, 12,635,366 shares issued and outstanding 12,635
Additional paid in capital 352,038
Accumulated deficit (310,325)
Other comprehensive income 5,721
---------
Total Stockholders' Equity 60,003
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 747,879
=========
ENDO NETWORKS, INC.
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
Three months ended Nine months ended
June 30, June 30,
--------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Revenue $ 296,535 $ 202,125 $ 498,590 $ 500,814
Cost of Goods Sold 92,784 151,835 265,736 346,305
------------ ------------ ------------ ------------
Gross Profit 203,751 50,290 232,854 154,509
------------ ------------ ------------ ------------
Operating expense:
Depreciation and amortization 27,358 3,816 44,094 9,706
General and administrative 121,729 111,254 314,623 264,920
------------ ------------ ------------ ------------
Total Operating Expense 149,087 115,070 358,717 274,626
------------ ------------ ------------ ------------
Net income (loss) $ 54,664 $ (64,780) $ (125,864) $ (120,117)
============ ============ ============ ============
Net income (loss) per share:
Basic and diluted $ 0.00 $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
Weighted average shares
outstanding:
Basic 12,635,366 12,635,366 12,635,366 12,635,366
============ ============ ============ ============
Diluted 13,259,366 12,568,866 13,259,366 12,568,866
============ ============ ============ ============
ENDO NETWORKS, INC.
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
2004 2003
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(125,864) $(120,117)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 123,075 9,706
Changes in assets and liabilities:
Stock options issued 47,688 --
Stock issued for services 11,904 --
--------- ---------
Accounts receivable (50,605) (31,512)
Deposits -- (6,277)
Prepaid expenses 4,040 (2,417)
Parts inventory -- (10,132)
Accounts payable and accrued expenses 131,990 189,623
--------- ---------
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES 142,228 28,874
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) disposal of assets (80,782) 23,431
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscription receivable -- 25,308
Payments on lease financing (82,817) (86,163)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES (82,817) (60,855)
--------- ---------
Effect of exchange rate changes on cash 5,721 --
NET CHANGE IN CASH (15,650) (8,550)
Cash, beginning of period 15,650 18,903
--------- ---------
Cash, end of period $ -- $ 10,353
========= =========
ENDO NETWORKS, INC.
Notes to the Financial Statements
June 30, 2004
NOTE 1: MANAGEMENT REPRESENTATION AND PRESENTATION
Operating results for the three months ended June 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending September 30,
2004. It is suggested that the financial statements be read in conjunction with
the audited financial statements and notes for the fiscal year ended September
30, 2003 included in the Endo Networks' Current Report on Form 10-KSB filed on
February 6, 2004.
The balance sheet of ENDO Networks as of June 30, 2004, the related statements
of operations for the three months ended June 30, 2004 and 2003 and the
statements of cash flows for the three months ended June 30, 2004 and 2003
included in the financial statements have been prepared by Endo Networks without
audit. In the opinion of management, the accompanying financial statements
include all adjustments (consisting of normal, recurring adjustments) necessary
to summarize fairly the Endo Networks' financial position and results of
operations. The results of operations for the three and nine months ended June
30, 2004 are not necessarily indicative of the results of operations for the
full year or any other interim period. Notes to the financial statements which
would substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year ended September 30, 2003 to be
reported in Form 10-KSB, have been omitted.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OUR BUSINESS
ENDO Networks, Inc. (ENDO) is a company that uses technology and proven
marketing tactics to engage consumers and compel specific behaviors in high
traffic public locations such as events, retail and restaurant locations across
North America, and online. ENDO also develops application software and client
controlled media including television and radio.
RISKS AND UNCERTAINTIES
All of the following risks may impair our business operations. If any of the
following risks actually occurs, our business, financial condition or results of
operations could be materially adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment. Additional risks include: We may not be able to adequately protect
and maintain our intellectual property. Our dependence on certain local third
parties may impact our ability to control certain aspects of our operations. We
may have difficulty competing with larger and better-financed companies in our
sector. New legislative or regulatory requirements may adversely affect our
business and operations. We are dependant on certain key existing and future
personnel. We may be subject to product liability claims in the future. There
may not be sufficient liquidity in the market for our securities in order for
investors to sell their securities.
ACCOUNTING FOR STOCK-BASED COMPENSATION
Endo Networks accounts for stock-based compensation issued to employees and
advisors of Endo Networks using the intrinsic value based method as prescribed
by APB Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25").
Under the intrinsic value based method, compensation is the excess, if any, of
the fair value of the stock at the grant date or other measurement date over the
amount an employee must pay to acquire the stock. Compensation, if any, is
recognized over the applicable service period, which is usually the vesting
period.
In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). This standard, if fully adopted, changes the method
of accounting for employee stock-based compensation plans to the fair value
based method. For stock options and warrants, fair value is determined using an
option pricing model that takes into account the stock price at the grant date,
the exercise price, the expected life of the option or warrant and the annual
rate of quarterly dividends. Compensation expense, if any, is recognized over
the applicable service period, which is usually the vesting period.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
ENDO Networks does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on ENDO's results of operations,
financial position or cash flow.
STOCK OPTION PLANS
There were no stock options issued during the three months ended June 30, 2004.
However, in the quarter ended March 31 2004 we issued 66,500 shares of common
stock for services and issued 624,000 stock options which are exercisable at
$0.50 and expire on December 31, 2006.
REVENUE RECOGNITION
ENDO recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectability is probable. ENDO recognizes revenue from the sale of advertising
related products and services like interactive advertising, studio promotion,
and event management as the services are performed. ENDO maintains allowances
for doubtful accounts on all its accounts receivable for estimated losses
resulting from the inability of its customers and others to make required
payments. If the financial condition of ENDO's customers and others were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-QSB and in our
Form 10-KSB. This report contains forward-looking statements including, without
limitation, statements regarding trends, cyclicality, seasonality, volatility
and growth in the markets we sell into, our strategic direction, our future
effective tax rate and use of tax income from withholding, new product
introductions, our liquidity position, our ability to generate cash from
continuing operations, our expected order and revenue growth, the potential
impact of our adopting new accounting pronouncements, our financial results, the
impact and timing of our enterprise resource planning and customer relationship
management systems implementation, our obligations under our retirement and
post-retirement benefit plans, timing of, costs related to, and savings from our
restructuring programs, the existence or length of an economic recovery and our
ability to take advantage of a recovery that involve risks and uncertainties.
Our actual results could differ materially from the results contemplated by
these forward-looking statements due to various factors, including those
discussed below in "Factors That May Affect Future Results" and elsewhere in
this Form 10-QSB.
OVERVIEW
Endo Networks Inc. helps businesses acquire qualified new customers and build
sales with existing customers. We use interactive technology like touchscreen
kiosks, handheld computers, wireless and websites, digital TVs and background
audio, combined with promotional marketing tactics to filter large numbers of
consumers, to find qualified prospects, and even precondition them for the sales
process.
Our services can be deployed within a businesses retail environment, to increase
sales with their own customer base by increasing frequency of visit and/or
average spend with individual customers (onsite CRM), or they can be deployed
within the community, i.e. within a partner retailer or at a home or trade show,
to find and acquire qualified new customers. Our services can also be deployed
against employees or a business's sales channel, to achieve increased sales and
improved profitability through better channel performance.
Our solutions are:
- Permission based
- Easily integrated with legacy systems
- Highly-scaleable, easily tested
- Focused on immediate results
- Very measurable
- Real-time or near real time
- Conducive to brand partnerships
Our role is not to replace incumbent agencies/suppliers, but to integrate and
unlock untapped value and potential from existing initiatives, thereby
delivering important incremental value.
Our areas of expertise include: web, CDROM, kiosk, handheld, wireless, CRM, ERM,
loyalty, promotional marketing, direct marketing, point of sale, market
research, survey, incentive, sampling, and field and event marketing.
LIQUIDITY AND CAPITAL RESOURCES
Total assets decreased from $759,253 at September 30, 2003 to $747,879 at June
30, 2004. The decrease is primarily attributable to the depreciation on our
fixed assets.
From September 30, 2003 to June 30, 2004, our cash and cash equivalents
decreased by $15,650 as a result of our nine month loss of $(125,864).
We do expect to incur material capital expenditures during the next 12 months
for equipment relating to new client deployments. There is no assurance we will
be able to generate sufficient revenues or obtain sufficient funds when needed,
or whether such funds, if available, will be obtained on terms satisfactory to
us. We do not have any long term or contingent obligations that must be
satisfied.
CRITICAL ACCOUNTING POLICIES
Our Unaudited Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis of making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
We believe the following critical accounting policies, among others, affect our
more significant judgments and estimates used in the preparation of our
financial statements:
ALLOWANCE FOR DOUBTFUL ACCOUNTS
We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. The allowance for
doubtful accounts is based on specific identification of customer accounts and
our best estimate of the likelihood of potential loss, taking into account such
factors as the financial condition and payment history of major customers. We
evaluate the collectability of our receivables at least quarterly. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. The differences could be material and could significantly impact cash
flows from operating activities.
VALUATION OF INTANGIBLES
From time to time, we acquire intangible assets that are beneficial to our
product development processes. We periodically evaluate the carrying value of
intangibles, including the related amortization periods. In evaluating acquired
intangible assets, we determine whether there has been impairment by comparing
the anticipated undiscounted cash flows from the operation and eventual
disposition of the product line with its carrying value. If the undiscounted
cash flows are less than the carrying value, the amount of the impairment, if
any, will be determined by comparing the carrying value of each intangible asset
with its fair value. Fair value is generally based on either a discounted cash
flows analysis or market analysis. Future operating income is based on various
assumptions, including regulatory approvals, patents being granted, and the type
and nature of competing products. If regulatory approvals or patents are not
obtained or are substantially delayed, or other competing technologies are
developed and obtain general market acceptance, or market conditions otherwise
change, our intangibles may have a substantially reduced value, which could be
material.
DEFERRED TAXES
We record a valuation allowance to reduce the deferred tax assets to the amount
that is more likely than not to be realized. We have considered estimated future
taxable income and ongoing tax planning strategies in assessing the amount
needed for the valuation allowance. Based on these estimates, all of our
deferred tax assets have been reserved. If actual results differ favorably from
those estimates used, we may be able to realize all or part of our net deferred
tax assets. Such realization could positively impact our operating results and
cash flows from operating activities.
RESULTS OF OPERATIONS
COMPARISON OF RESULTS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2004 TO THREE
AND NINE MONTHS ENDED JUNE 30, 2003
REVENUE. During the three months ended June 30, 2004, we generated $296,535 from
sales compared to revenues from sales for the three months ended June 30, 2003
of $202,125, which represents and increase of $90,873 over the three months
ended June 30, 2003, which is the result of marketing activities pursued over
the last six to nine months. Our sales for the nine months ended June 30, 2004
were $498,590 compared to $500,814, which represents a marginal decrease of
$2,224.
GROSS PROFIT. Gross Profit on sales for the three months ended June 30, 2004
increased to $203,751 from $50,290 in the three months ended June 30, 2003,
which represents an increase of $153,461. Gross Profit for the nine months ended
June 30, 2004 increased to $232,854 from $154,509. Margins on sales increased
Due to he type of product offering Endo sold in the quarter.
The above may change based on accounting for stock?
GENERAL, ADMINISTRATIVE AND SELLING EXPENSES. Our General, Administrative and
Selling expenses of $149,087 for the three months ended June 30, 2004, compared
to $115,070 for the three months ended June 30, 2003, represents an increase of
$34,017. For the nine months ended June 30, 2004 the same costs were $358,717
compared to $274,626, which represents an increase of $84,091.
NET INCOME (LOSS) AND INCOME (LOSS) PER SHARE.
As a result of the above, in the three months ended June 30, 2004, we had a net
income of $54,664 or $0.00 per share, compared to a loss of $(64,780) or $(0.01)
per share for the three months ended June 30, 2003. We had a net loss of
$(125,864) or $(0.01) per share for the nine months ended June 30, 2004,
compared with a loss of $(120,117) or $(0.01) per share for the nine months
ended June 30, 2003.
ASSETS AND LIABILITIES. At June 30, 2004, we had total assets of $747,879
compared to total assets of $759,253 at September 30, 2003, our last fiscal year
end. Cash was $-0- at June 30, 2004, a decrease of $15,650 from September 30,
2003. Cash generated from operations for the nine months ended June 30, 2004 was
$142,228 compared to $28,874 for the nine months ended June 30, 2003.
Accounts receivable was $208,829 at June 30, 2004, an increase of $50,605 from
the $158,224 at September 30, 2003.
FORWARD LOOKING STATEMENTS. This Form 10-QSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements made by Endo Networks involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially from the forward looking statements include, but are not limited to,
risks associated with lack of significant operating history, demand for the Endo
Networks' products, international business operations, dependence on licensees,
governmental regulations, technological changes, intense competition and
dependence on management. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. The Company's
management disclaims any obligation to forward-looking statements contained
herein to reflect any change in the Endo Networks' expectation with regard
thereto or any change in events, conditions, circumstances or assumptions
underlying such statements.
ITEM 3. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation
of the Endo Networks' management, including our Chief Executive Officer and
Chief Financial Officer, regarding the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act
of 1934) as of December 31, 2003. As a result of their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that the Endo
Networks' disclosure controls and procedures are effective to ensure that
information required to be disclosed by Endo Networks in reports that it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms. There were no changes in Endo Networks'
internal control over financial reporting that occurred during the quarter ended
June 30, 2004, that has materially affected and is reasonably likely to
materially affect, the Endo Networks' internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. EMPLOYMENT AGREEMENTS
None
ITEM 3. RECENT SALES OF UNREGISTED SECURITIES
None
ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report.
Exhibit No. Document
31.1 Certification of Chief Executive Officer required by Rule
13a-14/15d-14(a) under the Exchange Act.
31.2 Certification of Chief Financial Officer required by Rule
13a-14/15d-14(a) under the Exchange Act.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 18, 2004 ENDO NETWORKS, INC.
By: /s/ Peter Day
------------------------
Peter Day
President and CEO
/s/ Peter Day
------------------------
Peter Day,
Chief Financial Officer
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
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August 18, 2004
/s/ Peter Day
-------------------------
Peter Day
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
----------------------------------------
I, Peter Day, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Endo Networks, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August 18, 2004
/s/ Peter Day
-----------------------
Peter Day,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Endo Networks, Inc. (the "Company")
on Form 10-QSB for the period ending June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Peter
Day, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
/s/ Peter Day
---------------------------
Peter Day,
Chief Executive Officer
August 18, 2004
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Endo Networks, Inc. (the "Company")
on Form 10-QSB for the period ending June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report'), I, Peter
Day, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company at the dates and for the periods indicated.
/s/ Peter Day
--------------------------
Peter Day,
Chief Financial Officer
August 18, 2004