<PAGE> 1

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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                             FORM 10QSB

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities  Exchange Act of 1934
     FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

     OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from to

                   COMMISSION FILE NUMBER 0-26909

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

NEVADA                                  N/A
(State of other jurisdiction            (IRS Employer Identification
of incorporation or organization)       Number)


                          500 Miller Road
                    Richmond, British Columbia
                          Canada V7B 1Y3
              (Address of principal executive offices)

                           (604) 275-6519
        (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of December 31, 2000: 11,481,667

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<PAGE> 2

ITEM 1.   FINANCIAL STATEMENTS

Reward Enterprises, Inc.
Vancouver, B.C.
Canada V6B 2R9

                     Accountant's Review Report

We have reviewed the accompanying consolidated balance sheet of
Reward Enterprises, Inc. (a development stage company) as of December
31, 2000 and the related consolidated statements of operations and
comprehensive loss, stockholders' equity (deficit) and cash flows for
the six months ended December 31, 2000, and for the period from
December 12, 1997 (inception) to December 31, 2000.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as
a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.

The financial statements for the year ended June 30, 2000 were
audited by us and we expressed an unqualified opinion on them in our
report dated August 4, 2000, but we have not performed any auditing
procedures since that date.

As discussed in Note 2, the Company's realization of a major portion
of the assets is dependent upon the Company's ability to meet its
future financing requirements, and the success of future operations.
These factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans regarding those
matters also are described in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.



/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, WA
February 8, 2001

                                F-1

<PAGE> 3

                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                     CONSOLIDATED BALANCE SHEETS
                                             December 31,   June 30,
                                             2000           2000
                                             (Unaudited)
ASSETS
CURRENT ASSETS
 Cash and cash equivalents                   $    8,596   $   26,261
                                             ----------   ----------
     TOTAL CURRENT ASSETS                         8,596       26,261
                                             ----------   ----------
PROPERTY AND EQUIPMENT
 Computer hardware                                9,985        9,985
 Website                                         10,000       10,000
 Software license                                50,000       50,000
 Accumulated depreciation and amortization       (3,003)      (1,997)
                                             ----------   ----------
     TOTAL PROPERTY AND EQUIPMENT                66,982       67,988
                                             ----------   ----------
TOTAL ASSETS                                 $   75,578   $   94,249
                                             ==========   ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Accounts payable                            $   25,000   $   55,500
 Accrued expenses                                65,000      155,000
 Loans payable, related party                       -          3,600
                                             ----------   ----------
     TOTAL CURRENT LIABILITIES                   90,000      214,100
                                             ----------   ----------
TOTAL LIABILITIES                                90,000      214,100
                                             ----------   ----------
COMMITMENTS AND CONTINGENCIES                       -            -
                                             ----------   ----------
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, 200,000,000 shares authorized,
  $0.01 par value; 14,515,000 and
  2,715,000 shares issued and outstanding,
  respectively                                   14,515        2,715
 Additional paid-in capital                     337,185      178,785
 Subscriptions receivable                           -            -
 Accumulated deficit during
  development stage                            (365,873)    (301,165)
 Accumulated other comprehensive
  income (loss)                                    (249)        (186)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)            (14,422)    (119,851)
                                             ----------   ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)               $   75,578   $   94,249
                                             ==========   ==========

       See accompanying notes and accountant's review report.
                                F-2
<PAGE> 4

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

                   Three Months Three Months Six Months  Six Months  12-12-97
                   Ended        Ended        Ended       Ended      (Inception)
                   12-31-00     12-31-99     12-31-00    12-31-99    Through
                                                                     12-31-00
                   (unaudited)  (unaudited)  (unaudited) (unaudited) (unaudited)

REVENUES          $       -    $       -    $        -    $      -    $     -
                  -----------  -----------  ------------  ----------  ---------
EXPENSES
 Consulting fees        5,500          -          44,500       7,500    258,500
 Commissions              -            -             -           -        1,000
 Legal and
  professional fees    12,021        7,519        12,021      16,919     69,829
 Travel and
  entertainment         2,223        3,696         2,223      12,519     21,196
 Office and
  administration        3,977        4,792         5,964       4,792     15,348
                 ------------ ------------ ------------- ----------- ----------
   TOTAL OPERATING
    EXPENSES           23,721       16,007        64,708      41,730    365,873
                 ------------ ------------ ------------- ----------- ----------
LOSS FROM OPERATIONS  (23,721)     (16,007)      (64,708)    (41,730)  (365,873)
PROVISION FOR TAXES       -            -             -           -          -
                 ------------ ------------ ------------- ----------- ----------
NET LOSS              (23,721)     (16,007)      (64,708)    (41,730)  (365,873)

OTHER COMPREHENSIVE INCOME (LOSS)
 Foreign currency translation
 gain (loss)             (249)         143           (63)        204       (249)
                 ------------ ------------ ------------- ----------- ----------
COMPREHENSIVE
 LOSS            $    (23,970)$    (15,864)$     (64,771)$   (41,526)$ (366,122)
                 ============ ============ ============= =========== ==========

BASIC AND DILUTED
 NET LOSS PER
 COMMON SHARE    $        nil $      (0.01)$       (0.01)$     (0.02)$    (0.12)
                 ============ ============ ============= =========== ==========
WEIGHTED AVERAGE NUMBER OF
BASIC AND DILUTED
COMMON STOCK SHARES
OUTSTANDING        11,481,667    2,715,000     7,098,333   2,715,000  3,149,297
                 ============ ============ ============= =========== ==========










       See accompanying notes and accountant's review report.

                                F-3
<PAGE> 5
                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                          Common Stock        Additional
                          Number              Paid-in   Subscriptions
                          of Shares   Amount  Capital   Receivable
Issuance of common stock
 in April, 1998 for
 services valued at $0.01
 per share                1,000,000  $  1,000  $  9,000  $   (10,000)
Loss for period ending
 June 30, 1998                  -         -         -            -
                         ----------  --------  --------  -----------
Balance, June 30, 1998    1,000,000     1,000     9,000      (10,000)
Issuance of common stock
 in May, 1999 for cash
 at $0.01 per share       1,400,000     1,400    12,600          -
Issuance of common stock
 in May, 1999 for cash
 at $0.50 per share         315,000       315   157,185          -
Loss for year ending
 June 30, 1999                  -         -         -            -
Foreign cash translation
 gain (loss)                    -         -         -            -
                         ----------  --------  --------  -----------
Balance, June 30, 1999    2,715,000     2,715   178,785      (10,000)
Services provided for
 stock subscription             -         -         -         10,000
Loss for year ending
 June 30, 2000                  -         -         -            -
Foreign cash translation
 gain (loss)                    -         -         -            -
                         ----------  --------  --------  -----------
Balance, June 30, 2000    2,715,000     2,715   178,785          -
Issuance of common stock
 in October 2000 for cash
 at $0.001 per share     10,000,000    10,000       -            -
Issuance of common stock
 in October 2000 for
 payment on loans payable
 at $0.001 per share        200,000       200       -            -
Stock options exercised
 at $0.10 per share
 in exchange for consulting
 fees payable             1,600,000     1,600   158,400          -
Loss for the six months
 ended December 31, 2000        -         -         -            -
Foreign cash translation
 gain (loss)                    -         -         -            -
                         ----------  --------  --------  -----------
Balance, December 31, 2000
 (unaudited)             14,515,000  $ 14,515  $337,185  $       -
                         ==========  ========  ========  ===========

       See accompanying notes and accountant's review report.

                                F-4a

<PAGE> 6
                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                          Accumulated     Accumulated
                          Deficit During  Other         Total
                          Development     Comprehensive Stockholders'
                          Stage           Income (Loss) Equity
Issuance of common stock
 in April, 1998 for
 services valued at $0.01
 per share                $         -     $       -     $       -
Loss for period ending
 June 30, 1998                  (10,000)          -         (10,000)
                          -------------   -----------   -----------
Balance, June 30, 1998          (10,000)          -         (10,000)
Issuance of common stock
 in May, 1999 for cash
 at $0.01 per share                 -             -          14,000
Issuance of common stock
 in May, 1999 for cash
 at $0.50 per share                 -             -         157,500
Loss for year ending
 June 30, 1999                  (62,506)          -         (62,506)
Foreign cash translation
gain (loss)                         -            (215)         (215)
                          -------------   -----------   -----------
Balance, June 30, 1999          (72,506)         (215)       98,779
Services provided for
 stock subscription                 -             -          10,000
Loss for year ending
 June 30, 2000                 (228,659)          -        (228,659)
Foreign cash translation
 gain (loss)                        -              29            29
                          -------------   -----------   -----------
Balance, June 30, 2000         (301,165)         (186)     (119,851)
Issuance of common stock
 in October 2000 for cash
 at $0.001 per share                -             -          10,000
Issuance of common stock
 in October 2000 for payment
 on loans payable at
 $0.001 per share                   -             -             200
Stock options exercised
 at $0.10 per share in
 exchange for consulting
 fees payable                       -             -         160,000
Loss for the six months ended
 December 31, 2000              (64,708)          -         (64,708)
Foreign cash translation
 gain (loss)                        -             (63)          (63)
                          -------------   -----------   -----------
Balance, December 31, 2000
 (unaudited)              $    (365,873)  $      (249)  $   (14,422)
                          =============   ===========   ===========

       See accompanying notes and accountant's review report.
                                F-4b
<PAGE> 7
                        REWARD ENTERPRISES, INC.
                      (A Development Stage Company)
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  Six Months  Six Months  Dec 12,1997
                                  Ended       Ended       (Inception)
                                  12-31-00    12-31-99   Through 12-31-00
                                  (unaudited) (unaudited) (unaudited)

Cash flows from operating activities:
 Net loss                          $ (64,708)  $  (41,730)  $  (365,873)
 Adjustments to reconcile net loss
  to net cash used by operating activities:
 Depreciation                          1,006          -           3,003
 Services provided in exchange for
  stock subscriptions                    -            -          10,000
 Stock subscribed in exchange for
  payables                               -            -          10,000
Increase in:
 Other assets                            -            -         (60,000)
 Accounts payable                        -            -          18,000
 Accrued expenses                        -            -         155,000
Decrease in:
 Accounts payable                     39,500      (25,000)       67,000
                                   ---------   ----------   -----------
Net cash (used) by operating
 activities                          (24,202)     (66,730)     (162,870)
                                   ---------   ----------   -----------
Cash flows from investing activities:
 Investment in subsidiary                -         (5,000)          -
 Purchase of property and equipment      -         (1,320)       (9,985)
                                   ---------   ----------   -----------
Net cash (used) by investing activities  -         (6,320)       (9,985)
                                   ---------   ----------   -----------
Cash flows from financing activities:
 Proceeds from related party loans       -          3,600         3,600
 Payment on related party loans       (3,400)         -          (3,400)
 Issuance of stock                    10,000          -         181,500
                                   ---------   ----------   -----------
Net cash provided by financing
 activities                            6,600        3,600       181,700
                                   ---------   ----------   -----------
Net increase in cash and cash
 equivalents                         (17,602)     (69,450)        8,845
Foreign currency translation gain (loss) (63)         204          (249)
Cash and cash equivalents,
 beginning of period                  26,261      102,614           -
                                   ---------   ----------   -----------
Cash and cash equivalents,
 end of period                     $   8,596   $   33,368   $     8,596
                                   =========   ==========   ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
 Interest expense paid             $     -     $      -     $       -
                                   =========   ==========   ===========
 Income taxes paid                 $     -     $      -     $       -
                                   =========   ==========   ===========

         See accompanying notes and accountant's review report.
                                  F-5a

<PAGE> 8

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

                                  Six Months  Six Months  Dec 12,1997
                                  Ended       Ended       (Inception)
                                  12-31-00    12-31-99    Through 12-31-00
                                  (unaudited) (unaudited) (unaudited)

NON-CASH INVESTING AND FINANCING:
 Services exchanged for stock
  subscriptions                    $      -     $       -     $    10,000
                                   ==========   ===========   ===========
 Stock subscribed in exchange
  for payables                     $      -     $    10,000   $    10,000
                                   ==========   ===========   ===========
 Payables exchanged for shares
  of stock                         $  160,000   $       -     $   160,000
                                   ==========   ===========   ===========
 Stock issued in payment of
  notes payable                    $      200   $       -     $       200
                                   ==========   ===========   ===========




























       See accompanying notes and accountant's review report.

                                F-5b

<PAGE> 9
                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Reward Enterprises, Inc., formerly Sports Entertainment (hereinafter
"the Company"), was incorporated in December 1997 under the laws of
the State of Nevada primarily for the purpose of offering interactive
online internet entertainment and game playing.  The name change to
Reward Enterprises, Inc. was effective on July 28, 1998.

In July and August 1999, the Company incorporated two subsidiaries in
the eastern Caribbean.  On October 27, 2000, the Bermuda subsidiary
ceased operations.  See Note 5.  The Company is in the development
stage and as of December 31, 2000 had not realized any significant
revenues from its planned operations.  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 consolidated financial statements.  The consolidated
financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of
the financial statements.

Development Stage Activities
The Company has been in the development stage since its formation on
December 12, 1997.  It is primarily engaged in internet entertainment
and the business of gaming.

Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company
incurred comprehensive losses of and $93,271 and $41,526 for the six
months ended December 31, 2000 and 1999, respectively. The Company is
currently putting technology in place that will, if successful,
mitigate these factors that raise substantial doubt about the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.

Management plans to seek new capital from new equity securities
issuances that will provide funds needed to increase liquidity, fund
internal growth and fully implement its business plan.
                                F-6
<PAGE> 10

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Method
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 there were no common stock equivalents outstanding.

Cash and Cash Equivalents
For purposes of the Consolidated Statement of Cash Flows, the Company
considers all short-term debt securities purchased with a maturity of
three months or less to be cash equivalents.

Provision for Taxes
At December 31, 2000, the Company had a net cumulative operating loss
of approximately $390,000.  No provision for taxes or tax benefit has
been reported in the financial statements, as there is not a
measurable means of assessing future profits or losses.

Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles 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 March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets." In
complying with this standard, the Company reviews its long-lived
assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable.  The Company does not believe
any adjustments are needed to the carrying value of its assets at
December 31, 2000.





                                F-7
<PAGE> 11

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This
standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  It requires
that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheet and measure those
instruments at fair value. At December 31, 2000, the Company has not
engaged in any transactions that would be considered derivative
instruments or hedging activities.

Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiaries.  All significant inter-company
transactions and balances have been eliminated in consolidation.

Segment Reporting
In July and August 1999, the Company incorporated two subsidiaries in
the eastern Caribbean.

As of December 31, 2000, neither subsidiary had revenues or expenses.
The Company expects to use segment reporting for its subsidiaries
once operations are established.

Interim Financial Statements
The interim financial statements for the period ended December 31,
2000, included herein have not been audited, at the request of the
Company.  They 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.

NOTE 3 - 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, plant and equipment for
purposes of computing depreciation is five years.

Depreciation expense of $1,006 has been recognized for the six months
ended December 31, 2000.


                                F-8
<PAGE> 12

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 4 - INTANGIBLE ASSETS

The Company has capitalized $60,000 which is the contractual cost of
the website and software license purchased from an independent
supplier.  No portion of this software was internally developed and,
accordingly, there are no internal costs associated with this
software which were charged to research and development.  Consistent
with SOP 98-1, the costs of this software "which was purchased solely
for internal use and will not be marketed externally" have been
capitalized and will be amortized over five years.  Currently the web
site and software license have not been put into service and are not
being amortized.

NOTE 5 - SUBSIDIARIES

On July 22, 1999, the Company incorporated a subsidiary in Nevis,
eastern Caribbean under the name Reward Nevis Group, Inc.  The shares
are held by Reward Enterprises, Inc.  Another subsidiary, Reward
International Group Ltd., a Bermudian company, was incorporated
August 6, 1999.  Reward International Group Ltd. is wholly owned by
Reward Enterprises, Inc.  On October 27, 2000 Reward International
Group Ltd ceased operations.  The Company contributed an initial
investment of $10,400 toward the start-up of the subsidiaries which
was expensed.

NOTE 6 - COMMON STOCK

Upon incorporation, subscriptions for 10,000,000 shares of common
stock were issued at $.001 per share for $10,000.  In July 1999, the
Board of Directors authorized a 1 for 10 reverse stock split.  This
decreased the number of issued and outstanding shares to 1,000,000
and the par value of the stock to $0.001 per share.  All financial
statement information herein has been changed to reflect this stock
split.

Additional share issuances under Regulation D, Rule 504, include
1,400,000 common shares at $.01 and 315,000 common shares at $0.50
per share, for total proceeds of $171,500.

At June 30, 1999, $10,000 in stock subscriptions was receivable.
During the year ended June 30, 2000, the subscriptions receivable
were satisfied.

During October 2000, 10,000,000 common stock shares were issued at
$.001 per share for cash proceeds of $10,000.  An additional 200,000
common stock shares were issued at $.001 per share to satisfy a note
payable.

                                F-9

<PAGE> 13

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 6 - COMMON STOCK (continued)

During December 2000, stock options were exercised in exchange for
consulting fees payable.  These stock options were exercised
resulting in 1,600,000 common stock shares being issued in exchange
for satisfying $160,000 in consulting fees payable.

NOTE 7 - STOCK OPTIONS

In September 1998, the Company adopted the Reward Enterprises, Inc.
1999 Directors and Officers Stock Option Plan, a non-qualified plan.
This plan allows the Company to distribute up to 2,000,000 shares of
common stock to officers, directors, employees and consultants
through the authorization of the Company's board of directors.

During 1999, under Rule 701, the Company issued 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. Two of the directors
will each receive $5,000 per month and 500,000 common stock options
exercisable at $0.10 per share and 500,000 common stock options
exercisable at $0.25 per share.  The other director will receive
$2,500 per month and 250,000 common stock options exercisable at $.10
per share and 250,000 common stock options 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.  The amount accrued as unpaid consulting fees was $63,000 at
December 31, 2000.

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 100,000 were granted to a consultant.
The exercise price of these options will be $0.10 per share for the
first 50,000 options and $0.25 per share for the balance of 50,000
options.  These 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) and with an expiration
date of April 30, 2001.  Of these stock options 1,600,000 were
exercised before December 31, 2000.

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.
                                F-10
<PAGE>
<PAGE> 14

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 7 - STOCK OPTIONS (Continued)

Following is a summary of the stock options:

                                                       Weighted
                                        Number         Average
                                        Of             Exercise
                                        Shares         Price

Outstanding at 6-30-1998                    -                   -
                                   ============        ============

Granted                               2,500,000        $       0.18
Exercised                                   -          $        -
Forfeited                                   -          $        -
                                   ------------        ------------
Outstanding at 6-30-1999              2,500,000        $       0.18
                                   ------------        ------------
Options exercisable at 6-30-1999        625,000        $       0.18
                                   ------------        ------------
Outstanding at 7-1-1999               2,500,000        $       0.18
                                   ============        ============
Granted                                     -                   -
Exercised                                   -                   -
Forfeited                                   -                   -
                                   ------------        ------------
Outstanding at 6-30-2000              2,500,000        $       0.18
                                   ============        ============
Options exercisable at 6-30-2000      1,250,000
                                   ============
Outstanding at 7-1-2000               2,500,000        $       0.18
Granted                               2,330,000        $       0.10
Exercised                             1,600,000        $       0.10
Forfeited                                   -          $        -
                                   ------------        ------------
Outstanding at 12-31-2000             3,230,000        $       0.16
                                   ============        ============
Options exercisable at 12-31-2000     1,980,000
                                   ============
NOTE 8 - RELATED PARTIES

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).  An associate of a director of the
Company provides office space to the Company at no charge.  The value
of this space is not considered significant.  The Company also
received funds from a related party.  See Note 10.

                                F-11
<PAGE> 15
                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
           Notes To The Consolidated Financial Statements
                         December 31, 2000

NOTE 9 - COMMITMENTS AND CONTINGENCIES
Database Development
The Company's purchase commitment for services to develop a website
totaled $10,000, of which $5,000 was paid in 1999.  As of December
31, 2000, the Company considered that the majority of the services
contracted for were payable and accrued the balance owing of $5,000
as part of accounts payable.

Software License Agreement
The Company's purchase commitment for a software license agreement
totaled $50,000 of which $20,000 was paid in 1999.  As of December
31, 2000, the Company considered the contract payable and accrued the
balance of $30,000 as part of accounts payable.

As further consideration for the rights granted under the software
license, the licensee, Reward Enterprises, Inc., will pay a royalty
calculated at 30% of gross revenue until aggregate royalty payments
of $100,000 have been paid.  After the $100,000 has been paid, the
royalty rate will be reduced to 20% of gross revenue until an
aggregate $1,000,000 has been paid and, thereafter, royalty payments
will be 15% of gross revenue for the balance of the term of the
agreement.  The term of the agreement is two years commencing June
15, 1999 with an option to renew for another two years.  Royalty
payments begin at the end of the first month after the Company is no
longer considered to be in the development stage.

NOTE 10 - LOANS PAYABLE

The Company received funds from related parties in the form of loans.
These are recorded as unsecured, non-interest bearing, short-term
loans, payable upon demand.  These loans were satisfied by payment in
cash and issuance of common stock shares during the quarter ended
December 31, 2000.

NOTE 11 - CONCENTRATIONS

The Company maintains two checking accounts at a financial institution
located in Delta, British Columbia, Canada.  One checking account is
maintained in U.S. dollars, and the second in Canadian dollars.  The
combined total of both accounts, as translated to U.S. dollars, was
$8,596 as of December 31, 2000.  The U.S. currency account is not
insured.

NOTE 12 - TRANSLATION OF FOREIGN CURRENCY

The Company has adopted Financial Accounting Standard No. 52.  Foreign
currency translation resulted in an aggregate exchange loss of $249 for
the period ended December 31, 2000.  The Company recorded this
transaction in the Statement of Stockholders' Equity.
                                F-12
<PAGE> 16

ITEM 2.   DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY FOR THE PERIOD ENDING DECEMBER 31, 2000
SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED
ELSEWHERE IN THIS FORM 10-QSB

OVERVIEW

Reward Enterprises, Inc. (the "Company") was incorporated in April
1998 as Sports Entertainment Productions Inc. to pursue opportunities
around the world in the Internet based entertainment industry.  The
name was changed to Reward Enterprises, Inc in July 1998. Its main
objective has been to develop a profitable "Entertainment Mall"
through an e-commerce secure "portal".  Entertainment options offered
will be videos, CDs, virtual casino-style games, free bingo, and dice
and specialty and interactive video games.  The Company continues to
evaluate its business plan to determine its best course of action.

On June 15, 1999, Reward Nevis Group, Inc, a wholly owned subsidiary
of the Company entered into a non-exclusive software license
agreement with Chartwell Technologies Inc, of Laguna Hills,
California to acquire and develop all software necessary to conduct
the Internet gaming activity and to handle Internet cash
transactions. The software is customized and full service gaming
system that includes twelve casino games, a back-end administrative
utility with remote access, I.P. Tracking, e-Commerce software and
technical support. The license is non-exclusive and is currently
licensed to others. The Company is restricted in the use of this
technology and cannot sublicense it to others.  It is for a period of
two years and has provision for renewal for additional two years. The
royalty payable is 15% of gross revenues generated. Pursuant to the
agreement, $20,000 has been paid to Chartwell to date.

Management of the Company is currently in the development stage of
its business and is in the process of continued evaluation of its
business plan in order to take the best course of action for the
benefit of its shareholders. The Company continues to test the Web
site operating and software systems, including gaming, shopping and
browsing features, and on-line ordering. There are no new
developments regarding this testing program.


RESULTS OF OPERATIONS

There are no revenues in the six months ending December 31, 2000 as
the Company has not as yet activated its web site.

During the six-month period ending December 31, 2000, the Company
incurred expenses of $64,708.




<PAGE> 17

These expenses were primarily consulting fees in the on-going
development of the business plan of the Company.

The Company continues to carefully control its expenses, and intends
to seek financing in the near future to provide necessary funds
required. The Company has no employees at the present time and
engages personnel through consulting agreements where necessary as
well as outside attorneys, accountants and technical consultants.

Cash on hand at December 31, 2000 was $8,596 and the Company has
sufficient funds to conduct ifs affairs.


LIQUIDITY AND CAPITAL RESOURCES

The Company has to date, financed its development stage by the sale
of common stock. At September 30, 2000, the Company had 2,715,000
shares of common stock outstanding. During the three months ended
December 31, 2000, the Company issued 10,200,000 for cash. In
addition to this, 1,600,000 options were exercised, thus increasing
the outstanding shares to 14,515,000. Funds raised to date amount to
$351,700. At December 31, 2000 the Company had cash on hand of $8,596
and said cash resources are maintained with a large Canadian
financial institution.

The Company recognizes that it will need additional cash during the
next twelve months and will endeavour to obtain additional cash
through the sale of common stock. There is no assurance that the
Company will be able to obtain additional capital as required, or
obtain the capital on terms and conditions acceptable to it.

The Company has sufficient cash to finance its operations at this
stage of its development but does intend to seek additional
financing. Its liabilities relate to its software license and website
development.


INFLATION

Inflation has not been a factor during the six months ending December
31, 2000. While inflationary forces are moderately higher than in
1999, the actual inflation is immaterial and is not considered a
factor in any contemplated capital expenditure program.












<PAGE> 18

                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on this 20th day
of February, 2001

                              REWARD ENTERPRISES, INC.
                              (Registrant)

                              By:  /s/ Robert Dinning
                                   Robert Dinning, Secretary/
                                   Treasurer, Chief Financial Officer
                                   and a Member of the Board of
                                   Directors