UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-QSB/A

(X)   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

                          COMMISSION FILE NUMBER 0-272592
                                                 --------

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

      For the transition period from __________________TO __________________

                            REWARD ENTERPRISES, INC.
                            ------------------------
               (Exact name of registrant as specified in charter)

                  NEVADA                                  98-0203927
                  ------                                  ----------
     (State or other jurisdiction of              (I.R.S. Employer I.D. No.)
      incorporation or organization)

       2033 MAIN STREET, SUITE 500,
               SARASOTA, FL                                  34237
               ------------                                  -----
 (Address of principal executive offices)                    (Zip)

Issuer's telephone number, including area code          (941) 928-7394
                                                        --------------

          Securities registered pursuant to section 12 (b) of the Act:

   Title of each class             Name of each exchange on which registered
   -------------------             -----------------------------------------
           NONE                                      NONE

          Securities registered pursuant to section 12 (g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (Title of Class)

      As of June 28,  2004,  the Company had  44,122,000  shares of common stock
issued and outstanding.

      Transitional Small Business Disclosure Format (check one).

                 Yes [_]                                    No [X]

<PAGE>

                                     PART I

                             FINANCIAL INFORMATION

INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

      This Form 10-QSB contains "forward-looking  statements" relating to Reward
Enterprises,  Inc.  ("Reward") which represent Reward's current  expectations or
beliefs  including,   but  not  limited  to,  statements   concerning   Reward's
operations,  performance,  financial condition and growth. For this purpose, any
statements  contained in this Form 10-QSB that are not  statements of historical
fact are  forward-looking  statements.  Without  limiting the  generality of the
foregoing, words such as "may",  "anticipation",  "intend", "could", "estimate",
or "continue" or the negative or other  comparable  terminology  are intended to
identify  forward-looking  statements.  These statements by their nature involve
substantial risks and uncertainties,  such as losses,  dependence on management,
variability  of  quarterly  results,  and the ability of Reward to continue  its
growth strategy and competition,  certain of which are beyond Reward's  control.
Should one or more of these  risks or  uncertainties  materialize  or should the
underlying assumptions prove incorrect, actual outcomes and results could differ
materially from those indicated in the forward-looking statements.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

                                       2
<PAGE>

                            REWARD ENTERPRISES, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                                                   December 31,
                                                       2003       June 30,
                                                   (Unaudited)      2003
                                                   -----------   -----------
ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                     $       117   $    12,835
     Accounts receivable, related party                     --            --
                                                   -----------   -----------
        TOTAL CURRENT ASSETS                               117        12,835
                                                   -----------   -----------

  PROPERTY AND EQUIPMENT
     Telecommunications Equipment                       51,600        51,600
     Website                                           145,979       145,979
     Accumulated depreciation and amortization         (63,258)      (48,660)
                                                   -----------   -----------
        TOTAL PROPERTY AND EQUIPMENT                   134,321       148,919
                                                   -----------   -----------

  OTHER ASSETS
     Goodwill                                               --            --
                                                   -----------   -----------

        TOTAL ASSETS                               $   134,438   $   161,754
                                                   ===========   ===========

LIABILITIES & STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                              $   111,217   $    35,717
     Interest payable                                   14,638         8,313
     Notes payable, net of discount                     81,500        70,000
     Deferred income from Joint Venture                175,000       175,000
                                                   -----------   -----------
        TOTAL CURRENT LIABILITIES                      382,355       289,030
                                                   -----------   -----------

  COMMITMENTS AND CONTINGENCIES                             --            --
                                                   -----------   -----------

  STOCKHOLDERS' EQUITY
     Common stock, 200,000,000 shares
       authorized, $0.001 par value; 18,722,000
       and 18,722,000 shares issued and
       outstanding, respectively                        18,722        18,722
     Additional paid-in capital                      2,941,593     2,941,593
     Stock options                                      10,400        10,400
     Accumulated deficit during development
       stage                                        (3,218,632)   (3,097,991)
                                                   -----------   -----------
     TOTAL STOCKHOLDERS' EQUITY                       (247,917)     (127,276)
                                                   -----------   -----------

     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                       $   134,438   $   161,754
                                                   ===========   ===========

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                            REWARD ENTERPRISES, INC.
                         (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                                              December 12,
                                                                                                                  1997
                                              Three Months    Three Months     Six Months      Six Months     (Inception)
                                                 Ended           Ended           Ended           Ended          Through
                                              December 31,    December 31,    December 31,    December 31,    December 31,
                                                 2003            2002            2003            2002            2003
                                              (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
                                             -------------   -------------   -------------   -------------   -------------

<S>                                          <C>             <C>             <C>             <C>             <C>
R E V E N U E S                                         --   $          --   $          --   $          --   $          --
                                             -------------   -------------   -------------   -------------   -------------

E X P E N S E S
   Consulting fees                                  20,000          34,000          76,250          55,000         507,888
   General and administrative                       10,113          30,945          22,847          50,380         173,170
   Legal and professional fees                        --             5,551              --          12,051         174,211
   Travel and entertainment                             39           3,182             621          11,383          49,506
   Depreciation and amortization                     7,299           7,299          14,598          14,598          67,024
   Research and development                             --             955              --           2,705          88,035
   Loss on impairment of asset                                          --                              --       2,165,160
                                             -------------   -------------   -------------   -------------   -------------
     TOTAL OPERATING EXPENSES                       37,451          81,932         114,316         146,117       3,224,994
                                             -------------   -------------   -------------   -------------   -------------

OTHER INCOME AND EXPENSE
   Interest expense                                  3,300           1,512           6,325           5,024          18,638
   Gain from debt forgiveness                           --              --              --              --         (25,000)
                                             -------------   -------------   -------------   -------------   -------------
     TOTAL OTHER EXPENSE                             3,300           1,512           6,325           5,024          (6,362)
                                             -------------   -------------   -------------   -------------   -------------

LOSS BEFORE INCOME TAXES                           (40,751)        (83,444)       (120,641)       (151,141)     (3,218,632)

PROVISION FOR TAXES                                     --              --              --              --              --
                                             -------------   -------------   -------------   -------------   -------------

NET LOSS                                           (40,751)        (83,444)       (120,641)       (151,141)     (3,218,632)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)             --                              --                              --
                                             -------------   -------------   -------------   -------------   -------------

COMPREHENSIVE LOSS                                 (40,751)  $     (83,444)  $    (120,641)  $    (151,141)  $  (3,218,632)
                                             =============   =============   =============   =============   =============

BASIC AND DILUTED
   NET LOSS PER COMMON SHARE                         (0.00)  $       (0.00)  $       (0.01)  $       (0.01)
                                             =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK SHARES OUTSTANDING              18,722,000      18,690,132      18,722,000      18,281,035
                                             =============   =============   =============   =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                            REWARD ENTERPRISES, INC.
                         (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                     Common Stock                              Stock       Deficit
                                        -----------------------------------                   Options      During         Total
                                           Number                Additional   Subscriptions     and      Development   Stockholders'
                                         of Shares     Amount     Paid-in       Receivable    Warrants      Stage         Equity
                                        -----------   --------   ----------   -------------   --------   -----------   ------------
<S>                                       <C>         <C>        <C>          <C>             <C>        <C>           <C>
Issuance of common stock in April 1998
      for services valued at $0.01 per
      share                               1,000,000   $  1,000   $    9,000   $     (10,000)  $     --   $        --   $         --

Net loss for period ending June 30,
      1998                                       --         --           --              --         --       (10,000)       (10,000)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 1998                    1,000,000      1,000        9,000         (10,000)      --         (10,000)       (10,000)

Issuance of common stock in May 1999
      for cash at an average of $0.10
      per share                           1,715,000      1,715      169,785              --        --             --        171,500

Net loss for year ending June 30, 1999           --         --           --              --                  (62,506)       (62,506)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 1999
                                          2,715,000      2,715      178,785         (10,000)       --        (72,506)        98,994

Payables provided for stock
      subscription                               --         --           --          10,000         --            --         10,000

Net loss for year ending June 30, 2000           --         --           --              --         --      (228,659)      (228,659)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 2000                    2,715,000      2,715      178,785              --         --      (301,165)      (119,665)

Issuance of common stock in October
      2000 for cash at $0.001 per
      share                              10,000,000     10,000           --              --         --            --         10,000

Issuance of common stock in October
      2000 for payment on loans
      payable at $0.001 per share           200,000        200           --              --         --            --            200

Stock options exercised at an average
      of $0.10 per share in exchange
      for consulting fees                 2,230,000      2,230      222,770              --         --            --        225,000

Stock options exercised at an average
      of $0.14 per share in exchange
      for cash                            1,325,000      1,325      179,925              --         --            --        181,250

Net loss for the year ended June 30,
      2001                                       --         --           --              --         --      (151,401)      (151,401)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 2001                   16,470,000     16,470      581,480              --         --      (452,566)       145,384

Common stock issued in merger with
      Q-Presents, Inc. at $0.35 per
      share                               6,000,000      6,000    2,094,000              --         --            --      2,100,000

Common stock cancelled as part of
      merger with Q-Presents, Inc.      (10,200,000)   (10,200)      10,200              --         --            --             --

Stock options exercised at an average
      of $0.175 per share in exchange
      for cash                              572,000        572      112,428              --         --            --        113,000

Issuance of common stock in December
      2001 for cash at $0.001 per
      share                                 890,000        890           --              --         --            --            890

Issuance of common stock in exchange
      for services at $0.005 per share    2,945,000      2,945       11,780              --         --            --         14,725

Stock options issued for compensation
      in December 2001                           --         --           --              --     10,400            --         10,400

Issuance of common stock in January
      and March 2002 for cash at an
      average of $0.15 per share            660,000        660       30,840              --         --            --         31,500

Issuance of stock warrants attached to
      promissory notes in May 2002               --         --           --              --         --            --             --

Issuance of common stock in May and
      June 2002 for cash at an average
      of $0.12 per share                    366,667        367       52,133              --         --            --         52,500

Net loss for the year ended June 30,
      2002                                       --         --           --              --         --      (238,921)      (238,921)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 2002                   17,703,667     17,704    2,892,861            --       10,400      (691,487)     2,229,478

Issuance of common stock in July and
      September 2002 for cash at an
      average of $0.12 per share            293,333        293       38,207            --         --            --           38,500

Issuance of common stock in October
      2002 for Consulting Services          725,000        725        6,525                                                   7,250

Expiration of Stock Warrants, May,
      2003                                                            4,000                                                    4000

Net loss for the period ended June 30,
      2003                                       --         --           --              --         --    (2,406,504)    (2,406,504)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, June 30, 2003                   18,722,000   $ 18,722   $2,941,593   $          --   $ 10,400   $(3,097,991)  $   (127,276)

Net loss for the period ended December
      31, 2003                                   --         --           --              --         --      (120,641)      (120,641)
                                        -----------   --------   ----------   -------------   --------   -----------   ------------

Balance, December 31, 2003 (Unaudited)   18,722,000     18,722    2,941,593              --     10,400    (3,218,632)      (247,917)
                                        ===========   ========   ==========   =============   ========   ===========   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                            REWARD ENTERPRISES, INC.
                         (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           Dec 12,1997
                                                              Six Months     Six Months    (Inception)
                                                                Ended          Ended         Through
                                                             December 31,   December 31,   December 31,
                                                                  2003          2002           2003
                                                              (Unaudited)    (Unaudited)    (Unaudited)
                                                             ------------   ------------   ------------
<S>                                                          <C>            <C>            <C>
Cash Flows From Operating Activities:
      Net loss                                               $   (120,641)  $   (151,141)  $ (3,218,632)
      Adjustments to reconcile net loss
           to net cash used by operating activities:
           Depreciation and amortization                           14,598         14,598         66,892
           Related party receivable reclass to compensation            --             --         26,000
           Loss on impairment                                          --             --      2,165,160
           Gain on forgiveness of debt                                 --             --        (25,000)
           Services provided in exchange for stock                     --          7,250         31,975
           Stock issued in exchange for payables                       --             --         10,000
           Stock options issued for compensation                       --             --         14,400
           Discount on note payable                                    --          2,000             --
           Changes in assets and liabilities:
                Other assets                                           --             --        (60,000)
                Accounts receivable, related party                     --             --        (26,000)
                Accounts payable                                   75,500          8,857        181,277
                Accrued expenses                                    6,325          3,024        169,638
                Due to Joint Venture                                   --        100,000        175,000
                                                             ------------   ------------   ------------
      Net cash used by operating activities                       (24,218)       (15,412)      (489,290)
                                                             ------------   ------------   ------------

Cash Flows From Investing Activities:
      Changes to property and equipment                                --        (46,800)       (60,526)
      Decrease (increase) in loans receivable                          --             --       (140,000)
      Cash from merger acquisition                                     --             --          9,093
                                                             ------------   ------------   ------------
      Net cash provided (used) by investing activities                 --        (46,800)      (191,433)
                                                             ------------   ------------   ------------

Cash Flows From Financing Activities:
      Proceeds from related party loans                                --             --          3,600
      Payment on related party loans                                   --             --         (3,400)
      Proceeds from promissory notes                               11,500             --         81,500
      Issuance of stock                                                --         38,500        599,140
                                                             ------------   ------------   ------------
      Net cash provided by financing activities                    11,500         38,500        680,840
                                                             ------------   ------------   ------------

Net increase (decrease) in cash and cash equivalents              (12,718)       (23,712)           117

      Foreign currency translation gain (loss)                         --             --             --

Cash and cash equivalents, beginning of period                     12,835         24,717             --
                                                             ------------   ------------   ------------
Cash and cash equivalents, end of period                     $        117   $      1,005   $        117
                                                             ============   ============   ============

SUPPLEMENTAL CASH FLOW DISCLOSURES:
           Interest expense paid                             $         --   $         --   $         --
                                                             ============   ============   ============
           Income taxes paid                                 $         --   $         --   $         --
                                                             ============   ============   ============

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
      Services exchanged for common stock                    $              $              $     31,975
     Subscribed stock in exchange for payables               $         --   $      7,250   $     10,000
      Payables exchanged for shares of stock                 $         --   $         --   $    160,000
      Stock issued in payment of loans payable               $         --   $         --   $        200
      Stock issued for accrued consulting fees               $         --   $         --   $     65,000
      Stock options issued for compensation                  $         --   $         --   $     14,400
      Stock issued for subsidiary                            $         --   $         --   $  2,100,000
      Website acquired through merger                        $         --   $         --   $    145,979
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                            REWARD ENTERPRISES, INC.
           CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)
                                DECEMBER 31, 2003
                                  (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Securities and Exchange Commission  requirements for
interim  financial  statements.  Therefore,  they  do  not  include  all  of the
information and footnotes required by accounting  principles  generally accepted
in the United States for complete financial statements. The financial statements
should be read in  conjunction  with the Form 10-KSB for the year ended June 30,
2003 of Reward Enterprises, Inc. (the "Company").

The interim financial statements present the condensed balance sheet, statements
of  operations,  and cash  flows  of  Reward  Enterprises,  Inc.  The  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States.

The interim  financial  information is unaudited.  In the opinion of management,
all adjustments necessary to present fairly financial position of the company as
of  December  31, 2003 and the results of  operations  and cash flows  presented
herein have been included in the financial  statements.  Interim results are not
necessarily indicative of results of operations for the full year.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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 those estimates.

During February of 2004, majority shareholders of the Company sold a controlling
interest in the Company to Bell Investments, LLC of Sarasota, Florida.

                                       7
<PAGE>

                            REWARD ENTERPRISES, INC.
           CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)
                                DECEMBER 31, 2003
                                  (UNAUDITED)

GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business. The Company incurred a net loss of
approximately  $2,406,504 for the year ended June 30, 2003,  with an accumulated
loss from inception of approximately  $3,097,991 at June 30, 2003. The Company's
current  liabilities  exceed its current assets by approximately  $125,738 as of
December 31, 2003. The Company had a comprehensive  net loss of $120,641 for the
six months ended December 31, 2003 and an  accumulated  deficit of $3,218,632 at
December 31, 2003.

These conditions give rise to substantial  doubt about the Company's  ability to
continue  as  a  going  concern.  These  financial  statements  do  not  include
adjustments  relating to the recoverability and classification of reported asset
amounts or the amount and  classification of liabilities that might be necessary
should the  Company be unable to  continue  as a going  concern.  The  Company's
continuation  as a going  concern  is  dependent  upon  its  ability  to  obtain
additional  financing  or  sale  of its  common  stock  as may be  required  and
ultimately to attain  profitability.  Management's  plan, in this regard,  is to
seek a suitable operating company for merger, that can generate revenues and the
potential for earnings.

In February of 2004,  certain key shareholders of the Company sold a controlling
interest in the Company to Bell Investments, LLC of Sarasota, Florida.

 ORGANIZATION AND DESCRIPTION OF BUSINESS

Reward  Enterprises,  Inc.  (hereinafter  "the  Company"),  was  incorporated on
December  12,  1997,  under the laws of the State of  Nevada  primarily  for the
purpose of offering interactive online internet  entertainment and game playing.
On August 15, 2001, the Company entered into a merger agreement with Q Presents,
Inc.,  which was  incorporated  in the State of  California  for the  purpose of
providing innovative event management and marketing automation solutions to take
advantage of the meeting,  hotel, trade show and convention  industries.  At the
time of the merger,  the Company  changed its focus to match that of Q Presents,
Inc.

The Company  expected to generate  revenue  through  licensing its "Q" automated
event  management  services  and  related  supported  offerings;  licensing  its
intranet and online services;  sales of dedicated advertising;  sales of related
merchandise; and its promotion and publicity services.

In early 2003, The Company's  management entered into a joint venture to provide
specialized international communications including international voice, internet
access, and global network services to corporate clients, communication carriers
and internet  service  providers.  The Company  planned to utilize the web-based
platform that was originally  intended as an event  registration  and automation
solution for its telecommunication business.

Subsequent of the period ended December 31, 2003, the Company has terminated all
of its operations.  Certain  shareholders of the Company have sold a controlling
interest to Bell  Investments,  LLC of Sarasota,  Florida,  and Earl  Ingarfield
became the sole officer and director of the Company. These transactions occurred
in February 2004.

The Company's year end is June 30.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting policies of Reward Enterprises,  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
financial statements and notes are representations of the Company's  management,
which is  responsible  for their  integrity and  objectivity.  These  accounting
policies  conform to  accounting  principles  generally  accepted  in the United
States of America and have been  consistently  applied in the preparation of the
financial statements.

Accounting Methods

The  Company's  financial  statements  are prepared  using the accrual  basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States of America.  The Company's financial statements are prepared using
the accrual method of accounting.

Basic and Diluted Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average
number of shares  outstanding  during the period. The weighted average number of
shares was calculated by taking the number of shares  outstanding  and weighting
them by the amount of time that they were  outstanding.  Basic and diluted  loss
per share were the same, as the inclusion of common stock  equivalents  would be
anti-dilutive.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers
all short-term debt securities purchased with a maturity of three months or less
to be cash equivalents.

                                       8
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

Interim Financial Statements

The interim  financial  statements  reflect all  adjustments,  which are, in the
opinion of management, necessary to present fairly the results of operations for
the period. All such adjustments are normal recurring  adjustments.  The results
of  operations  for the period  presented is not  necessarily  indicative of the
results to be expected for the full fiscal year.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109  "Accounting  for Income Taxes." Under this  approach,  deferred
income  taxes are  recorded to reflect the tax  consequences  on future years of
differences  between the tax basis of assets and liabilities and their financial
reporting  amounts at each year-end.  A valuation  allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard  imposed by SFAS No. 109 to allow  recognition of such
an asset.

At December 31, 2003 and June 30, 2003,  the Company had net deferred tax assets
of approximately  $1,085,000 and $1,045,000,  respectively,  principally arising
from net operating  loss  carryforwards  for income tax purposes,  and a $10,400
book-tax difference related to stock options issued for services.  As management
of the Company cannot determine that it is more likely than not that the Company
will realize the benefit of the net deferred  tax asset,  a valuation  allowance
equal to the net deferred tax asset has been established as of December 31, 2003
and June 30, 2003 in the amounts of $1,085,000 and $1,045,000, respectively. The
change in the  allowance  account  from June 30, 2003 to  December  31, 2003 was
$40,000 as a result of a change in management's estimates.

At  December  31,  2003 the  Company has net  operating  loss  carryforwards  of
approximately $3,200,000, which expire in the years through 2023.

                                       9
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

Use of Estimates

The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Impaired Asset Policy

In October 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 144,  "Accounting  for the  Impairment or
Disposal of  Long-Lived  Assets"  (SFAS No. 144).  SFAS No. 144 replaces  SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to Be  Disposed  Of." This  standard  establishes  a single
accounting  model for long-lived  assets to be disposed of by sale,  including
discontinued  operations.  SFAS No. 144 requires that these long-lived  assets
be measured  at the lower of carrying  amount or fair value less cost to sell,
whether  reported in continuing  operations or discontinued  operations.  This
statement is  effective  beginning  for fiscal years after  December 15, 2001.
The Company adopted SFAS No. 144 during the year ended June 30, 2002.

The Company impaired the remaining value of its goodwill of $2,100,000, acquired
in prior years under Financial  Accounting  Standards Board Statement  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No.  142,  "Goodwill  and Other  Intangible  Assets"  (SFAS 142) during the year
ending June 30, 2003.  Under SFAS 142,  the Company is required to  periodically
assess the value of its intangible assets to determine underlying value.

The Company has  recorded an  impairment  to its  software  license  website and
computer  hardware of $65,160  during the year ended June 30, 2001,  effectively
reducing the recorded  amount of these assets to $1,191 at June 30, 2001.  As of
June 30,  2003,  the Company had deemed its goodwill  recorded on its  financial
statements to be impaired (See Note 5).

Web Site Development

The Company has adopted SOP 98-1 as amplified by EITF 00-2,  "Accounting for Web
Site  Development  Costs." In  accordance  with this  adoption,  the Company has
capitalized  website development costs. During the year ended June 30, 2002, the
Company  capitalized  $145,979 of website development costs, which were acquired
in the August 15, 2001 merger.  In November 2001,  the Company began  amortizing
the web site costs using the straight-line method over a five year expected life
for a total  amortization  expense of $14,598 at December 31, 2003.  The Company
has recently entered into the specialized  international  communications  market
and continues to utilize the website for this purpose,  however these operations
were terminated in February 2004.

Derivative Instruments

The  Financial  Accounting  Standards  Board  issued  Statement  of  Financial
Accounting  Standards No. 133,  "Accounting  for  Derivative  Instruments  and
Hedging Activities"  (hereinafter "SFAS No. 133"), as amended by SFAS No. 137,
"Accounting for Derivative  Instruments  and Hedging  Activities - Deferral of
the  Effective  Date of FASB  No.  133",  and SFAS No.  138,  "Accounting  for
Certain Derivative  Instruments and Certain Hedging Activities",  and SFAS No.
149,  "Amendment  of  Statement  133 on  Derivative  Instruments  and  Hedging
Activities".  These statements  establish  accounting and reporting  standards
for derivative instruments,  including certain derivative instruments embedded
in other contracts,  and for hedging  activities.  They require that an entity
recognize  all  derivatives  as either  assets or  liabilities  in the balance
sheet and measure those instruments at fair value.

                                       10
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

If certain conditions are met, a derivative may be specifically  designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging  derivative  with the  recognition of (i) the changes in the fair
value of the hedged asset or liability that are  attributable to the hedged risk
or  (ii)  the  earnings  effect  of the  hedged  forecasted  transaction.  For a
derivative  not  designated  as a  hedging  instrument,  the  gain  or  loss  is
recognized in income in the period of change.

Historically,  the Company has not entered into  derivatives  contracts to hedge
existing risks or for speculative purposes.

At December 31, 2003, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.

Compensated Absences

The Company  currently does not have a policy regarding  accruals of compensated
absences. The Company intends to expense these costs as incurred.

Recent Accounting Pronouncements

In May 2003,  the  Financial  Accounting  Standards  Board  issued  Statement of
Financial  Accounting  Standards  No. 150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity"  (hereinafter
"SFAS  No.  150").  SFAS No.  150  establishes  standards  for  classifying  and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those  instruments  be classified as liabilities in
statements of financial  position.  Previously,  many of those  instruments were
classified  as  equity.  SFAS No. 150 is  effective  for  financial  instruments
entered  into or modified  after May 31, 2003 and  otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
The Company has not yet determined the impact of the adoption of this statement.

In April 2003,  the Financial  Accounting  Standards  Board issued  Statement of
Financial   Accounting  Standards  No.  149,  "Amendment  of  Statement  133  on
Derivative  Instruments and Hedging  Activities"  (hereinafter  "SFAS No. 149").
SFAS No. 149 amends and clarifies the  accounting  for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities".  This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging  relationships  designated after
June 30,  2003.  The adoption of SFAS No. 149 is not expected to have a material
impact on the financial position or results of operations of the Company.

Reclassifications

Certain prior year amounts have been  reclassified to conform to the fiscal 2003
presentation.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiary, Q Presents, Inc., after elimination of intercompany
accounts and transactions.

NOTE 3 - ACQUISITIONS

On August 15, 2001, Reward Enterprises,  Inc. acquired Q Presents, Inc. with the
issuance  of  6,000,000  shares  of  common  stock  in  exchange  for all of the
outstanding common stock of Q Presents,  Inc. This transaction had an accounting
date of August 31, 2001,  which was the date that the transaction was final. The
value of the  stock  issued  at the fair  market  price of $0.35  per  share was
$2,100,000.

                                       11
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

The purchase price of Q Presents,  Inc. was  $2,100,000,  determined by the fair
market  value of Reward's  stock.  The net book  deficit of assets  acquired was
$105,588.

The assets and liabilities acquired were as follows as of August 31, 2001:


      Cash in bank                                   $     9,093
      Accounts receivable from officer                        96
      Website                                             43,000
                                                     -----------
           Total Assets                              $    52,189
                                                     ===========


      Accounts payable                               $    15,169
      Interest payable to Reward                           2,601
      Note payable to Reward                             140,000
                                                     -----------
           Total Liabilities                         $   157,777
                                                     ===========

      Liabilities in excess of assets                $   105,588
                                                     ===========

After the elimination of $2,601 of interest owed between the companies,  as part
of the  acquisition  transaction,  $102,987  was  allotted  to the  value of the
website based upon costs expensed during the website's development.  The balance
of the purchase price was allocated to goodwill that was acquired in the merger.
Pursuant to the acquisition,  Q Presents,  Inc. became a wholly owned subsidiary
of the Company.

In March 2004,  the Company  entered  into a  non-binding  letter of intent with
Magna Yachts, Inc., a Canadian  corporation,  to acquire 100% of the outstanding
shares of Magna Yachts in exchange for a  controlling  interest of the Company's
common stock. On April 28, 2004, the parties  terminated the non-binding  letter
of intent.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation  is provided  using the
straight-line  method over the estimated useful lives of the assets.  The useful
lives of property and equipment for purposes of computing  depreciation  is five
years.  The computer  equipment in the Company's  Vancouver office was abandoned
when the  Company  moved to the Q Presents  offices in  California.  The Company
deemed  this  remaining  book  value of $1,059 to be an office  expense  for the
quarter ending September 30, 2001.

NOTE 5 - GOODWILL

The Company acquired  goodwill in the acquisition of Q Presents,  Inc. (See Note
3). This goodwill  will be accounted  for in accordance  with SFAS No. 142. (See
Note  2.)  The  Company  will  periodically   review  this  asset  for  possible
impairment.  At June 30, 2003 it was  determined the asset was impaired due to a
permanent  decline in the Company's stock value, and a charge for the impairment
of $2,100,000 was recorded under operating expenses.

                                       12
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

NOTE 6 - COMMON STOCK

As of December 31, 2003 and June 30, 2003, the Company had 18,722,000  shares of
common stock issued and outstanding.

In January 2004,  the Company  issued  23,000,000  shares of its common stock to
Huntington  Chase  Financial  Group in payment  for  consulting  fees  valued at
$325,000.

In January  2004,  the  Company  paid  2,400,000  shares of its Common  Stock to
unaffiliated third parties individual in payment for consulting  services valued
at $33,740.

NOTE 7 - STOCK OPTIONS AND WARRANTS

In  September  1998,  the Company  adopted  the Reward  Enterprises,  Inc.  1999
Directors and Officers Stock Option Plan, a non-qualified plan. During 1999, the
Company granted  2,500,000 common stock options for the services of consultants.
The options  issued include  negotiation  rights and begin vesting in June 1999,
with 25% of the eligible shares vesting each year until the recipients are fully
vested in their shares.

The Company  entered  into  consulting  agreements  with three  directors of the
Company,  whereby two of the directors  would each receive  $5,000 per month and
1,000,000  common stock  options (with half  exercisable  at $0.10 per share and
half exercisable at $0.25 per share) and the other director would receive $2,500
per month and 500,000  common stock options (with half  exercisable at $0.10 per
share and half exercisable at $0.25 per share). These consulting agreements were
terminated  effective  October 31, 2000. All options related to these agreements
expire April 30, 2009. At March 2001, a total of 630,000  options were exercised
in exchange for accrued consulting fees due to them of $65,000.

On October  16,  2000,  the  Company  adopted  the 2000  Stock  Option  Plan,  a
non-qualified plan, that allows the Company to distribute up to 7,000,000 shares
of common stock to directors,  officers and employees.  Stock options of 200,000
were granted to a consultant.  The exercise  price of these options is $0.10 per
share for the first  100,000  options  and  $0.25 per share for the  balance  of
100,000 options.  These options will expire September 30, 2009.  During November
2000,  2,230,000 options were granted with an exercise price of $0.10 per share,
in  settlement of  consulting  fees with an  expiration  date of April 30, 2001.
During  the  year  ending  June  30,  2001 a total  of  3,455,000  options  were
exercised.

The fair value of each option  granted is  estimated on the grant date using the
Black-Scholes option price calculation.  The following  assumptions were made in
estimating  fair value:  Risk-free  interest rate of 5% and expected life of ten
years.  A minimum  volatility  of 30% was used and resulted in no  adjustment to
compensation.

Between October and December 2001,  options to purchase 572,000 shares of common
stock were exercised and the Company received $103,000.

In December 2001, as part of the employment  agreements  with Mr. Edward Withrow
III and Mr.  Warren K. Withrow,  the Company  issued stock options for 1,000,000
shares with exercise  prices of $0.04 per share and 400,000 shares with exercise
prices of $0.10 per share.  The  Black-Scholes  option price  calculation of the
fair value of these options is $10,400,  based upon a risk-free interest rate of
5%, volatility of 30% and a term of ten years.

                                       13
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

The Company  signed an agreement  with SBI USA, a member of Softbank  Investment
Group,  in  February  2002.  (See Note 10.) This  agreement  included  3,000,000
warrants for purchase of 3,000,000  shares of common stock with exercise  prices
of $0.50,  $0.75,  and $1.00 per share.  In May of 2002,  the  Company  attached
500,000  warrants for an equal  number of shares of common  stock to  promissory
notes that were issued.  (See Note 10.) The warrants have  exercise  prices from
$0.05 to $0.10 per share.  The Company also attached  40,000 warrants to various
issuances of common stock in June 2002. The holders of the warrants may purchase
an equal number of common  stock  shares at exercise  prices from $0.25 to $0.45
per share.  These  warrants  were valued  using the  Black-Scholes  option price
calculator using a risk-free interest rate of two percent,  volatility of 70%, a
term of one year, and either an equity price of $0.05 or $0.12  depending on the
date of issuance. It was determined that the 400,000 warrants attached to one of
the promissory notes had a value of $4,000.,  with an expiration date of May 14,
2003. The 400,000 warrants were not exercised and subsequently expired.

Following is a summary of the Company's stock options:
                                                                    Weighted
                                                       Number       Average
                                                         Of         Exercise
                                                       Shares        Price
                                                    -------------  ----------
 Outstanding at 6-30-2002
                                                        1,803,000  $     0.10
 Granted                                                       --          --
 Exercised                                                     --          --
 Forfeited                                                     --          --
                                                    -------------  ----------
 Outstanding at 6-30-2003                               1,803,000  $     0.10
                                                    =============  ==========

 Options exercisable at 6-30-2003                       1,803,000
                                                    =============

 Weighted average fair value of options granted
   during the year ended June 30, 2002                             $     0.01
                                                                   ==========

 Outstanding at 6-30-2003
                                                        1,803,000  $     0.10
 Granted                                                       --          --
 Exercised                                                     --          --
 Forfeited                                                     --          --
                                                    -------------  ----------
 Outstanding at 12-31-2003
                                                        1,803,000  $     0.10
                                                    =============  ==========

 Options exercisable at 12-31-2003
                                                        1,803,000
                                                    =============

 Weighted average fair value of options granted
   during the period ended December 31, 2003                               --
                                                                   ==========


NOTE 8 - RELATED PARTY TRANSACTIONS

Certain  consultants  who received  common  stock  options  under the  Company's
non-qualified  stock option plan are the Company's  directors and  stockholders.
(See Note 6.) Until  October  2001,  an  associate  of a director of the Company
provided  office space to the Company in exchange  for services  provided by the
director.  The value of this space was considered to be $2,000 per month and was
considered to be a loan from the director at that time.

                                       14
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

In  September  2001,  the  Company's  board  of  directors  approved  consulting
agreements   with   Edward  W.   Withrow   III  and   Warren  K.   Withrow   for
consulting/employment  agreements  providing for payments to each of $3,500 cash
per month and options to purchase up to 1,800,000 shares of common stock.  These
options were  subsequently  reduced to 700,000  shares in December  2001 and the
cash value of services was increased to $10,000 per month, which was to begin in
April 2002; however, as of June 30, 2002, no compensation has been paid, and the
agreements are being renegotiated.

The Company has yet to finalize compensation  agreements with its officers,  but
has plans to do so in the very near future.  These  advances were written off as
compensation  in June 30,  2003.  In the period ended  December  31,  2003,  the
Company paid two of its officers a total of $46,250 as  independent  contractors
and consultants.

From time to time the Company receives funds from related parties in the form of
loans. These are recorded as unsecured,  non-interest bearing, short-term loans,
payable upon demand.  At December  31, 2003,  there were no related  party loans
outstanding.

In February 2004, the Company paid certain shareholders, who could be defined as
related  parties,  24,000,000  shares of common  stock for  services,  valued at
$339,000.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

In February 2002, the Company  entered into a non-exclusive  financial  advisory
contract with SBI USA, a member of Softbank  Investment  Group. In consideration
for the  services of SBI,  the Company is  obligated  to pay a $12,500  retainer
which  becomes due and payable upon funding the  Company's  $500,000  promissory
note. The Company also granted common stock warrants pursuant to this agreement.
(See  Note  7.) At  December  31,  2003,  the  Company  has not  paid any of the
retainer,   and  has  not   received  any  funding  from  the  issuance  of  the
aforementioned promissory note.

The Company's officers are employed as independent contractors and consultants',
and as such,  are  responsible  for all related  payroll  taxes arising from any
payments made to them by the Company.

On June 1, 2003, the Company entered into a consulting agreement with Huntington
Chase  Financial Group LLC. The terms of the agreement are $10,000 per month for
a six month period ending  November 2003. All  liabilities  under this agreement
were satisfied by the Company in January 2004 through the issuance of 23,000,000
shares of common stock.

NOTE 10 - LOANS PAYABLE

The Company issued two  convertible  promissory  notes for a total of $30,000 in
May 2002 and one promissory  note for $25,000 in January 2003 and one promissory
note for  $15,000  in June 2003 which bear  interest  rates at 20%,  15% and 15%
respectively.  The  two  convertible  notes  had  warrants  attached,  and  were
convertible  into common stock  within 60 and 90 days of issuance.  Neither note
was converted.  Under their original terms,  the notes were payable on or before
either 60 or 90 days from  issuance.  The $20,000 note is in default,  and began
accruing  interest  at 25% in July  2002.  The  terms of the  $10,000  note were
extended to December 31,  2002.  The $4,000 value of the warrants on the $20,000
note  resulted in that note being  issued at a discount  which will be amortized
over the life of the original note. On October 1, 2003, the Company entered into
a promissory note for monies received in the amount of $10,000.  The note is due
and payable on November  1, 2003 at the rate of 12%  interest  per month with an
administrative  fee of  $1,400  for a  total  due of  $11,500.  The  Company  is
currently in default of said note and is negotiating  the payment terms. A total
of $14,638 was accrued as interest on these notes at December 31, 2003.

                                       15
<PAGE>

                            REWARD ENTERPRISES, INC.
            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         (A DEVELOPMENT STAGE COMPANY)
                               DECEMBER 31, 2003
                                  (UNAUDITED)

In  February  of 2004,  under terms of the Stock and  Promissory  Note  Purchase
Agreement  executed  between  certain  shareholders  of  the  Company  and  Bell
Investments,  LLC of Sarasota, FL, the Notes described above in the total amount
of $81,500 and the related  interest accrued to the Notes of $17,938 was sold by
the holders of the Notes to Bell Investments,  LLC. Bell  Investments,  LLC, the
majority stockholder of the Company, is now the holder of the Notes.

NOTE 11 - DEFERRED REVENUE FROM JOINT VENTURE

The Company has entered into revenue sharing  agreements  with five  individuals
surrounding the Company's International Long Distance ("ILD") telecommunications
operation  which  delivers  long  distance   telephone  service  from  wholesale
telecommunication operators between the United States and India. The individuals
advanced  $175,000  against future  revenues that would be generated by the ILD.
The Company  agreed to split the net profits of the IDL on a 50-50 basis  during
the first twelve months of ILD being in operation.  Profits are defined as gross
revenue  from  wholesalers  less  termination  costs  (the cost to  terminate  a
telephone  call in India  charged  by the  India  telephone  company),  less the
Company's  India  partners  share of 30% and  other  expenses  that  approximate
$20,000 a month.  The maximum  amount that the  investors  were to realize was a
100% return on investment.  These  advances were booked for financial  statement
purposes as Deferred  Revenue on the balance sheet of the Company as of June 30,
2003 and would have been recognized as revenue by the Company over twelve months
once  successful   operation  began.   Subsequent  to  December  31,  2003,  the
arrangement has been terminated.

NOTE 12 - SUBSEQUENT EVENT

In January 2004,  the Company  issued  23,000,000  shares of its common stock to
Huntington  Chase  Financial  Group in payment  for  consulting  fees  valued at
$325,000.

In January  2004,  the  Company  paid  2,400,000  shares of its Common  Stock to
unaffiliated third parties individual in payment for consulting  services valued
at $33,740.

In  February  of 2004,  under terms of the Stock and  Promissory  Note  Purchase
Agreement  executed  between  certain  shareholders  of  the  Company  and  Bell
Investments,  LLC of Sarasota, FL, the Notes described above in the total amount
of $81,500 and the related  interest accrued to the Notes of $17,938 was sold by
the holders of the Notes to Bell Investments,  LLC. Bell  Investments,  LLC, the
majority stockholder of the Company, is now the holder of the Notes.

Subsequent of the period ended December 31, 2003, the Company has terminated all
of its operations.  Certain  shareholders of the Company have sold a controlling
interest to Bell  Investments,  LLC of Sarasota,  Florida,  and Earl  Ingarfield
became the sole officer and director of the Company. These transactions occurred
in February 2004.

                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

GENERAL

      The following  discussion and analysis should be read in conjunction  with
the Consolidated  Financial  Statements,  and the Notes thereto included herein.
The  information  contained  below  includes  statements of Reward  Enterprises,
Inc.'s ("Reward") or management's beliefs, expectations,  hopes, goals and plans
that, if not historical, are forward-looking statements subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  anticipated  in  the  forward-looking  statements.  For a  discussion  on
forward-looking  statements,  see the information set forth in the  Introductory
Note to this Quarterly Report under the caption  "Forward  Looking  Statements",
which information is incorporated herein by reference.

GOING CONCERN

      As reflected in Reward's  financial  statements for the three months ended
December 31, 2003,  Reward's  accumulated  deficit of $3,218,832 and its working
capital  deficiency  of $382,238  raise  substantial  doubt about its ability to
continue  as a going  concern.  The  ability  of Reward to  continue  as a going
concern is dependent on Reward's  ability to raise  additional  debt or capital.
The financial  statements  for December 31, 2003 do not include any  adjustments
that might be necessary if Reward is unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Management's  discussion  and  analysis  of our  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported amounts of assets, liabilities,  revenues and expenses. At each balance
sheet  date,  management  evaluates  its  estimates.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.  The estimates and critical
accounting   policies  that  are  most  important  in  fully  understanding  and
evaluating  our  financial  condition  and results of  operations  include those
listed below.

ACCOUNTING METHODS

      The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States of America.

BASIC AND DILUTED LOSS PER SHARE

      Net loss per share was  computed by dividing  the net loss by the weighted
average number of shares  outstanding  during the period.  The weighted  average
number of shares was calculated by taking the number of shares  outstanding  and
weighting  them by the  amount of time that  they  were  outstanding.  Basic and
diluted  loss  per  share  were the  same,  as the  inclusion  of  common  stock
equivalents would be anti-dilutive.

CASH AND CASH EQUIVALENTS

      For purposes of the  consolidated  statements  of cash flows,  the Company
considers all  short-term  debt  securities  purchased  with a maturity of three
months or less to be cash equivalents.


                                       17
<PAGE>

PROVISION FOR TAXES

      Income taxes are provided  based upon the  liability  method of accounting
pursuant to SFAS No. 109  "Accounting  for Income  Taxes." Under this  approach,
deferred  income  taxes are recorded to reflect the tax  consequences  on future
years of differences  between the tax basis of assets and  liabilities and their
financial reporting amounts at each year-end.  A valuation allowance is recorded
against  deferred tax assets if management  does not believe the Company has met
the "more likely than not" standard imposed by SFAS No. 109 to allow recognition
of such an asset.

      At December 31, 2003 and June 30,  2003,  the Company had net deferred tax
assets of  approximately  $1,085,000 and $1,045,000,  respectively,  principally
arising from net operating  loss  carryforwards  for income tax purposes,  and a
$10,400  book-tax  difference  related to stock options issued for services.  As
management of the Company cannot  determine that it is more likely than not that
the Company will realize the benefit of the net deferred tax asset,  a valuation
allowance  equal  to the net  deferred  tax  asset  has been  established  as of
December 31, 2003 and June 30, 2003 in the amounts of $1,085,000 and $1,045,000,
respectively. The change in the allowance account from June 30, 2003 to December
31, 2003 was $40,000 as a result of a change in management's estimates.

At December  31,  2003,  the Company had net  operating  loss  carryforwards  of
approximately $3,200,000 which expire in the years through 2023

IMPAIRED ASSET POLICY

      In October 2001, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 144,  "Accounting  for the Impairment or
Disposal of Long-Lived  Assets"  (SFAS No. 144).  SFAS No. 144 replaces SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of." This standard  establishes a single  accounting model
for  long-lived  assets  to be  disposed  of  by  sale,  including  discontinued
operations.  SFAS No. 144 requires that these  long-lived  assets be measured at
the lower of carrying amount or fair value less cost to sell,  whether  reported
in continuing operations or discontinued operations. This statement is effective
beginning for fiscal years after December 15, 2001. The Company adopted SFAS No.
144 during the year ended June 30, 2002.

      The Company  impaired the remaining  value of its goodwill of  $2,100,000,
acquired in prior years under  Financial  Accounting  Standards  Board Statement
Financial  Accounting  Standards Board issued Statement of Financial  Accounting
Standards No. 142,  "Goodwill and Other Intangible Assets" (SFAS 142) during the
year  ending  June 30,  2003.  Under  SFAS  142,  the  Company  is  required  to
periodically  assess the value of its intangible assets to determine  underlying
value.

      The Company has recorded an impairment to its software license website and
computer  hardware of $65,160  during the year ended June 30, 2001,  effectively
reducing the recorded  amount of these assets to $1,191 at June 30, 2001.  As of
June 30,  2003,  the Company had deemed its goodwill  recorded on its  financial
statements to be impaired (See Note 5).

WEB SITE DEVELOPMENT

      The Company has adopted SOP 98-1 as  amplified  by EITF 00-2,  "Accounting
for Web Site Development  Costs." In accordance with this adoption,  the Company
has capitalized  website development costs. During the year ended June 30, 2002,
the  Company  capitalized  $145,979  of website  development  costs,  which were
acquired  in the August 15,  2001  merger.  The  Company  had  entered  into the
specialized  international  communications  market and  continues to utilize the
website for this purpose,  however,  these operations have been  terminated.  In
November  2001,  the  Company  began  amortizing  the web site  costs  using the
straight-line  method over a five year  expected  life for a total  amortization
expense of $14,598 at December 31, 2003.


RESULTS OF  OPERATIONS  FOR THE THREE MONTH  PERIOD  ENDED  DECEMBER  31,  2003,
COMPARED TO THE THREE MONTH PERIOD ENDED MARCH 31, 2003

REVENUES

      Revenue for the period ended  December 31,  2003,  was $0.00,  compared to
$0.00 in revenues for the period ended December 31, 2002. The Company  currently
has very limited  operations.  While the Company has not identified a particular
merger candidate,  the Company believes its best opportunity to generate revenue
is to acquire an operating company.

                                       18
<PAGE>

      COST OF REVENUE.  There was no cost of revenue for the three month periods
ended  December 31, 2003 and December 31, 2002,  as there was no revenue  during
these periods.

      GROSS PROFIT.  There was no gross profit for the three month periods ended
December 31, 2003 and December 31, 2002.

      OPERATING  EXPENSES.  Operating  expenses for the three month period ended
December 31, 2003,  were $37,451,  as compared to $81,932,  for the period ended
December 31, 2002 (restated). Operating expenses in 2003 consisted of $20,000 in
consulting fees, $10,113 in general and administrative  expenses,  $39 in travel
and  entertainment  and $7,299 in  depreciation  and  amortization.  In the 2002
period,  Reward had higher  consulting fees,  higher general and  administrative
expenses, had $5,551 in legal fees and had $955 in research and development.

      OTHER INCOME (EXPENSE).  Other income (expense) for the three month period
ended  December 31, 2003  consisted of $3,300 in interest  expense.  In the 2002
period, the Company had interest expense of $1,512.

      NET LOSS.  Reward had a net loss of  $40,751  for the three  month  period
ended  December  31,  2003,  as  compared to a net loss of $83,444 for the three
month  period  ended  December  31,  2002.  The  increase  of $42,693 was mostly
attributable to increased operating expenses in the 2003 period.

LIQUIDITY AND CAPITAL RESOURCES

      Reward's financial  statements have been prepared on a going concern basis
that  contemplates  the  realization of assets and the settlement of liabilities
and commitments in the normal course of business.  Reward incurred a net loss of
$40,751  and $83,444 for the three month  periods  ended  December  31, 2003 and
December 31, 2002, respectively, and has an accumulated deficit of $3,218,632 at
December  31, 2003.  As of December  31,  2003,  the Company had $117 of current
assets and current liabilities of $382,355.

      Management  recognizes  that  Reward must  generate  or obtain  additional
capital to enable it to continue  operations.  Management may obtain  additional
capital  principally  through  the  sale of  equity  or  debit  securities.  The
realization  of assets and  satisfaction  of liabilities in the normal course of
business  is  dependent  upon Reward  obtaining  additional  equity  capital and
ultimately obtaining profitable operations.  However, no assurances can be given
that Reward will be successful in these  activities.  Should any of these events
not occur, the accompanying consolidated financial statements will be materially
affected.

      We had very  limited  operations  and no revenues  during the period ended
December 31, 2003.

      For the six months ended  December 31, 2003,  the Company used net cash in
operations  of $24,218,  no cash for investing  activities  and had $11,500 cash
provided by financing activities.

      The Company issued two convertible promissory notes for a total of $30,000
in May  2002  and one  promissory  note  for  $25,000  in  January  2003 and one
promissory  note for $15,000 in June 2003 which bear interest  rates at 20%, 15%
and 15% respectively.  The two convertible notes had warrants attached, and were
convertible  into common stock  within 60 and 90 days of issuance.  Neither note
was converted.  Under their original terms,  the notes were payable on or before
either 60 or 90 days from  issuance.  The $20,000 note is in default,  and began
accruing  interest  at 25% in July  2002.  The  terms of the  $10,000  note were
extended to December 31,  2002.  The $4,000 value of the warrants on the $20,000
note  resulted in that note being  issued at a discount  which will be amortized
over the life of the original note. On October 1, 2003, the Company entered into
a promissory note for monies received in the amount of $10,000.  The note is due
and payable on November  1, 2003 at the rate of 12%  interest  per month with an
administrative  fee of $1,400 for a total due of $11,500. A total of $14,638 was
accrued as interest on these notes at December 31, 2003.

      On October 1, 2003, the Company  entered into a promissory note for monies
received  in the amount of  $10,000.  The note is due and payable on November 1,
2003 at the rate of 12% interest per month with an administrative  fee of $1,400
for a total due of $11,500.

      In February of 2004, under terms of the Stock and Promissory Note Purchase
Agreement  executed  between  certain  shareholders  of  the  Company  and  Bell
Investments,  LLC of Sarasota,  Florida,  the Notes described above in the total
amount of $81,500 and the related  interest  accrued to the Notes of $17,938 was
sold by the holders of the Notes to Bell  Investments,  LLC.  Bell  Investments,
LLC, the majority stockholder of the Company, is now the holder of the Notes.

                                       19
<PAGE>

      We  anticipate  that we will require  significant  capital to maintain our
corporate viability.  We anticipate necessary funds will most likely be provided
by our existing shareholders or outside investors.  We may be required to pledge
equity in the  Company to induce  individuals,  officers or  directors  or other
shareholders to guarantee our loans when necessary.

      Reward  presently  has  minimal  expenses as its officer is not taking any
salary.  However,  due to insufficient  cash generated from  operations,  Reward
currently does not have internally generated cash sufficient to pay any incurred
expenses  and other  liabilities.  As a result,  Reward is dependent on investor
capital  and  loans  to meet  its  expenses  and  obligations.  There  can be no
assurances  that  Reward  will  generate  cash flow  sufficient  to meet  future
obligations.  There  can be no  assurances  that  Reward  will be able to  raise
sufficient additional capital in the future.

      We have incurred losses since inception.  Management believes that it will
require  approximately  $150,000 in additional  capital to fund overall  Company
operations  for the next twelve months.  Reward  currently has $0.00 in cash and
cash equivalents as of March 31, 2004 and has $0.00 in cash as of June 28, 2004.


PLAN OF OPERATION

      The Company  plans to continue  operating  with small  administrative  and
consulting fees in the next fiscal year in order to continue operations.

      From time to time, Reward may evaluate  potential  acquisitions  involving
complementary  businesses,  content,  products  or  technologies.  Reward has no
present  agreements  or  understanding  with  respect  to any such  acquisition.
Reward's future capital  requirements and future  operations will depend on many
factors, including whether Reward finds a suitable merger candidate.

ITEM 3. CONTROLS AND PROCEDURES

      (A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's Principal Executive  Officer/Principal  Financial Officer (one person)
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and procedures.  The Company's  disclosure  controls and procedures are
designed to provide a reasonable  level of assurance of achieving  the Company's
disclosure   control    objectives.    The   Company's    Principal    Executive
Officer/Principal Accounting Officer has concluded that the Company's disclosure
controls and procedures  are, in fact,  effective at this  reasonable  assurance
level as of the period covered.

      (B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In connection with the evaluation of the Company's  internal  controls for
the Company's quarter ended December 31, 2003, the Company's Principal Executive
Officer/Principal  Financial Officer has determined that there are no changes to
the Company's  internal  controls over  financial  reporting that has materially
affected,  or is reasonably likely to materially  effect, the Company's internal
controls over financial reporting.

                                       20
<PAGE>

                                    PART II
                               OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. CHANGES IN SECURITIES

      No common  stock has been  issued  during the  three-month  period  ending
December 31, 2003.

      In January 2004, the Company issued  23,000,000 shares of its common stock
to Huntington  Chase  Financial  Group in payment for consulting  fees valued at
$325,000.

      In January 2004, the Company paid 2,400,000  shares of its Common Stock to
an unaffiliated third party individual in payment for consulting services valued
at $33,740.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      The Company issued two convertible promissory notes for a total of $30,000
in May  2002  and one  promissory  note  for  $25,000  in  January  2003 and one
promissory  note for $15,000 in June 2003 which bear interest  rates at 20%, 15%
and 15% respectively.  The two convertible notes had warrants attached, and were
convertible  into common stock  within 60 and 90 days of issuance.  Neither note
was converted.  Under their original terms,  the notes were payable on or before
either 60 or 90 days from  issuance.  The $20,000 note is in default,  and began
accruing  interest  at 25% in July  2002.  The  terms of the  $10,000  note were
extended to December 31,  2002.  The $4,000 value of the warrants on the $20,000
note  resulted in that note being  issued at a discount  which will be amortized
over the life of the original note. On October 1, 2003, the Company entered into
a promissory note for monies received in the amount of $10,000.  The note is due
and payable on November  1, 2003 at the rate of 12%  interest  per month with an
administrative  fee of $1,400 for a total due of $11,500. A total of $17,938 was
accrued as interest on these notes at March 31, 2004.

      In February of 2004, under terms of the Stock and Promissory Note Purchase
Agreement  executed  between  certain  shareholders  of  the  Company  and  Bell
Investments,  LLC of Sarasota, FL, the Notes described above in the total amount
of $81,500 and the related  interest accrued to the Notes of $14,637 was sold by
the holders of the Notes to Bell Investments,  LLC. Bell  Investments,  LLC, the
majority stockholder of the Company, is now the holder of the Notes.

ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS

      No matters were  submitted to a vote of security  holders during the three
months  ended  December  31,  2003.  However,  the  Company is in the process of
preparing and mailing a definitive information statement to shareholders setting
forth that the majority shareholder of the Company plans to approve an amendment
to the Company's  Articles of Incorporation to increase the authorized shares of
common stock from  200,000,000  to  5,000,000,000  and to  authorize  10,000,000
shares of preferred stock.

ITEM 5. OTHER INFORMATION

      None.

                                       21
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (A)   EXHIBITS:


EXHIBIT NUMBER       TITLE OF DOCUMENT                  LOCATION
-------------------  ---------------------------------  ---------------------
31.1                 Certification by Chief             Provided herewith
                     Executive Officer/Principal
                     Accounting Officer pursuant to
                     15 U.S.C. Section 7241, as
                     adopted pursuant to Section 302
                     of the Sarbanes-Oxley Act of
                     2002

32.1                 Certification by Chief             Provided herewith
                     Executive Officer/Principal
                     Accounting Officer pursuant to
                     18 U.S.C. Section 1350, as
                     adopted pursuant to Section 906
                     of the Sarbanes-Oxley Act of
                     2002


      (B)   REPORTS ON FORM 8-K:

      During the three months ended  December 31, 2003, the Company did not file
any current reports on Form 8-K with the Commission.


                                       22
<PAGE>

                                   SIGNATURES

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

JUNE 28, 2004                             REWARD ENTERPRISES, INC.

                                          By:   /s/ Earl Ingarfield
                                                -------------------------------
                                                Earl Ingarfield
                                                Chief Executive Officer,
                                                Principal Accounting Officer and
                                                Director


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