UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 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, 2001

      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) ) OF THE EXCHANGE ACT

                           For the transition period from _________ to ________.


                      COMMISSION FILE NUMBER 000-27259

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

              NEVADA                                    98-0203927
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

      10780 Santa Monica Blvd., Suite 280, Los Angeles, California  90025
                    (Address of principal executive offices)

                                (310) 474-6070
                          (Issuer's telephone number)

         5000 Miller Road, Richmond, British Columbia, Canada V7B 1Y3
                           (Issuer's Former Address)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 13,632,000

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                                    December 31,      June 30,
                                                        2001            2001
                                                    (Unaudited)
                                                    -----------     -----------
ASSETS
   CURRENT ASSETS
     Cash and cash equivalents                      $     2,535     $     5,448
     Accounts receivable - officer                           96            -
     Notes receivable                                      -            140,000
                                                    -----------     -----------
        TOTAL CURRENT ASSETS                              2,631         145,448
                                                    -----------     -----------

   PROPERTY AND EQUIPMENT
     Computer hardware                                     -              1,985
     Website                                            145,979            -
     Accumulated depreciation and amortization           (4,866)           (794)
                                                    -----------     -----------
        TOTAL PROPERTY AND EQUIPMENT                    141,113           1,191
                                                    -----------     -----------

   OTHER ASSETS
     Goodwill                                         2,100,000            -
                                                    -----------     -----------
        TOTAL ASSETS                                $ 2,243,744     $   146,639
                                                    ===========     ===========

LIABILITIES & STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable                               $    38,225     $      -
     Loans payable, related party                         6,000           1,500
                                                    -----------     -----------
        TOTAL CURRENT LIABILITIES                        44,225           1,500
                                                    -----------     -----------

   TOTAL LIABILITIES                                     44,225           1,500
                                                    -----------     -----------

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

STOCKHOLDERS' EQUITY
   Common stock, 200,000,000 shares authorized,
     $0.001 par value; 13,632,000 and
       16,470,000 shares
     issued and outstanding, respectively                13,632          16,470
   Additional paid-in capital                         2,788,208         581,480
   Stock options                                         10,400            -
   Accumulated deficit during development stage        (612,475)       (452,565)
   Accumulated other comprehensive income (loss)           (246)           (246)
                                                    -----------     -----------
   TOTAL STOCKHOLDERS' EQUITY                         2,199,519         145,139
                                                    -----------     -----------

   TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                           $ 2,243,744     $   146,639
                                                    ===========     ===========

          See accompanying notes of these financial statements.

<PAGE>
Page 2

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

<TABLE>
<CAPTION>
                                                                                                                   Dec 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,
                                          2001               2000               2001               2000               2001
                                       (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)
                                      -------------      -------------      -------------      -------------      -------------
<S>                                   <C>                <C>                <C>                <C>                <C>
REVENUES                              $        -         $        -         $        -         $        -         $        -
                                      -------------      -------------      -------------      -------------      -------------

EXPENSES
   Consulting fees                             -                 5,500               -                44,500            267,138
   General and administrative                34,847               -                48,885               -                72,526
   Legal and professional fees               23,198             12,021             42,117             12,021            137,000
   Travel and entertainment                    -                 2,223               -                 2,223             23,109
   Depreciation                               4,866               -                 4,998               -                 8,632
   Research and development                  55,910              3,977             63,910              5,964             63,910
                                      -------------      -------------      -------------      -------------      -------------
        TOTAL OPERATING EXPENSES            118,821             23,721            159,910             64,708            572,315
                                      -------------      -------------      -------------      -------------      -------------

OTHER INCOME AND EXPENSE
   Loss on impairment of asset                -                   -                  -                  -                 5,160
                                      -------------      -------------      -------------      -------------      -------------
        TOTAL OTHER EXPENSE                   -                   -                  -                  -                65,160

LOSS FROM OPERATIONS                      (118,821)            (23,721)          (159,910)           (64,708)          (637,475)

EXTRAORDINARY ITEM
   Gain from debt forgiveness                 -                   -                  -                  -                25,000

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

NET LOSS                                   (118,821)           (23,721)          (159,910)           (64,708)          (612,475)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation
    gain (loss)                                -                  (249)              -                   (63)              -
                                      -------------      -------------      -------------      -------------      -------------

COMPREHENSIVE LOSS                    $    (118,821)     $     (23,970)     $    (159,910)     $     (64,771)     $    (612,475)
                                      =============      =============      =============      =============      =============


BASIC AND DILUTED
   NET LOSS PER COMMON SHARE          $       (0.01)     $         nil      $      (0.01)      $       (0.01)     $       (0.10)
                                      =============      =============      =============      =============      =============

WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK SHARES OUTSTANDING       12,828,340         11,481,667         13,949,170          7,098,333          6,215,932
                                      =============      =============      =============      =============      =============
</TABLE>


          See accompanying notes of these financial statements.


<PAGE>
Page 3

                            REWARD ENTERPRISES, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                          Accumulated    Accumulated
                           Common Stock                                                 Deficit During       Other         Total
                    -------------------------
                       Number                   Additional     Subscriptions    Stock     Development   Comprehensive  Stockholders
                     of Shares       Amount   Paid-in Capital    Receivable    Options      Stage       Income (Loss)     Equity
                    ------------ ------------ ---------------  -------------  ---------- ------------- --------------- ------------
<S>                 <C>          <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)    $    -     $    -        $    -         $     -

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 $0.01
 per share            1,400,000      1,400        12,600             -             -          -             -             14,000

Issuance of common
 stock in May, 1999
 for cash at $0.50
 per share              315,000        315       157,185             -             -          -             -            157,500

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

Foreign currency
 translation gain
 (loss)                    -          -             -                -             -          -             (215)           (215)
                    -----------  ---------    ----------        ---------     ---------  ---------     ---------       ---------

Balance, June 30,
 1999                 2,715,000      2,715       178,785          (10,000)         -       (72,506)         (215)         98,779

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

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

Foreign currency
 translation gain
 (loss)                    -          -             -                -             -          -               29              29
                    -----------  ---------    ----------       ---------      ---------  ---------     ---------      ----------

Balance, June 30,
 2000                 2,715,000      2,715       178,785             -             -      (301,165)         (186)       (119,851)

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
 $0.11 per
 share in
 exchange for
 director
 consulting
 fees                  630,000         630        64,370            -              -          -             -             65,000

Stock options
 exercised at
 $0.10 per share
 in exchange for
 consulting fees
 payable             1,600,000       1,600       158,400            -              -          -             -            160,000

Stock options
 exercised at
 $0.10 per
 share in exchange
 for cash            1,000,000       1,000        99,000            -              -          -             -            100,000

Stock options
 exercised at
 $0.25 per
 share in
 exchange for
 cash                  325,000         325        80,925            -              -          -             -             81,250

Loss for the
 year ended
 June 30, 2001            -           -             -               -              -      (151,400)         -           (151,400)

Foreign currency
 translation gain
 (loss)                   -           -             -               -              -          -              (60)            (60)
                    -----------  ---------    ----------       ---------      ---------  ---------     ---------      ----------

Balance, June 30,
 2001                16,470,000     16,470       581,480            -              -      (452,565)         (246)        145,139

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
 $0.10 per
 share in exchange
 for cash               100,000        100         9,900            -              -         -              -             10,000

Stock options
 exercised at
 $0.25 per share
 in exchange for
 cash                   372,000        372        92,628            -              -         -              -             93,000

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

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

Loss for the six
 months ended
 December 31, 2001        -           -             -               -              -      (159,910)         -           (159,910)
                    -----------  ---------    ----------       ---------      ---------  ---------     ---------      ----------

Balance, December
 31, 2001
 (Unaudited)         13,632,000  $  13,632    $2,788,208       $    -         $  10,400  $(612,475)    $    (246)     $2,199,519
                    ===========  =========    ==========       =========      =========  =========     =========      ==========
</TABLE>


          See accompanying notes of these financial statements.


<PAGE>
Page 4

                            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,
                                                       2001                 2000                2001
                                                   (Unaudited)          (Unaudited)          (Unaudited)
                                                  --------------       --------------       --------------
<S>                                               <C>                  <C>                  <C>
Cash Flows From Operating Activities:
   Net loss                                       $     (159,910)      $      (64,708)      $     (612,475)
   Adjustments to reconcile net loss
     to net cash used by operating activities:
     Depreciation                                          4,998                1,006                8,632
     Loss on impairment                                     -                    -                  65,160
     Gain on forgiveness of debt                            -                    -                 (25,000)
     Services provided in exchange for
       stock subscriptions                                  -                    -                  10,000
     Stock subscribed in exchange for payables              -                    -                  10,000
     Stock options issued for compensation                10,400                 -                  10,400
     Expenses paid by loan from related party              6,000                 -                   6,000
     Increase in:
       Other assets                                         -                    -                 (60,000)
       Accounts payable                                   28,056               39,500              113,056
       Accrued expenses                                     -                    -                 155,000
                                                  --------------       --------------       --------------
   Net cash used by operating activities                (110,456)             (24,202)            (319,227)
                                                  --------------       --------------       --------------

Cash Flows From Investing Activities:
   Changes to property and equipment                       1,059                 -                  (8,926)
   Cash from merger acquisition                            4,094                 -                   4,094
                                                  --------------       --------------       --------------
   Net cash used by investing activities                   5,153                 -                  (4,832)
                                                  --------------       --------------       --------------

Cash Flows From Financing Activities:
   Proceeds from related party loans                        -                    -                   5,100
   Payment on related party loans                         (1,500)              (3,400)              (4,900)
   Increase in loans receivable                             -                    -                (140,000)
   Issuance of stock                                     103,890               10,000              466,640
                                                  --------------       --------------       --------------
   Net cash provided by financing activities             102,390                6,600              326,840
                                                  --------------       --------------       --------------

Net increase (decrease) in cash and
  cash equivalents                                        (2,913)             (17,602)               2,781

   Foreign currency translation gain (loss)                 -                     (63)                (246)

Cash and cash equivalents, beginning of period             5,448               26,261                 -
                                                  --------------       --------------       --------------

Cash and cash equivalents, end of period          $        2,535       $        8,596       $        2,535
                                                  ==============       ==============       ==============

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

NON-CASH TRANSACTIONS:
   Services exchanged for stock subscriptions     $         -          $         -          $       10,000
   Stock subscribed in exchange for payables      $         -          $         -          $       10,000
   Payables exchanged for shares of stock         $         -          $      160,000       $      160,000
   Stock issued in payment of loans payable       $         -          $          200       $          200
   Stock issued for accrued consulting fees       $         -          $         -          $       65,000
   Stock issued for compensation                  $       10,400       $         -          $       10,400
   Stock issued for subsidiary                    $    2,100,000       $         -          $    2,100,000
</TABLE>



          See accompanying notes of these financial statements.

<PAGE>

NOTE 1 - 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, Reward changed its focus to match that of Q Presents, Inc.

The Company will 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.

Since the merger, the Company has focused on the development of its business
plan, the development of the website and the development of "The Q"
technological platform and has not generated any revenue.


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.

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 net
losses of $159,910 for the six months ended December 31, 2001. The Company is
currently putting technology in place that will, if successful, mitigate these
factors which 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 additional capital through a public offering of its
stock that will provide the funds needed to increase liquidity, fund internal
growth and fully implement its business plan.

Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method of
accounting.

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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.

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, 2001, the Company had net deferred tax assets of approximately
$120,000 principally arising from net operating loss carryforwards for income
tax purposes. 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 at December 31, 2001.

At December 31, 2001, the Company has net operating loss carryforwards of
approximately $600,000, which expire in the year through 2021.

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 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 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 December 31, 2001, the Company
had not impaired any other assets.

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 web site development costs. During the period ended December 31,
2001, the Company capitalized $145,979 for web site development costs, which
were acquired in the merger. In November 2001, the Company began amortizing the
web site costs over a five year expected life.

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," 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", which is effective for the Company as of January 1,
2001. 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.

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, 2001, 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.

Accounting Pronouncements
-------------------------
In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the
elimination of the pooling-of-interests method of accounting for business
combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142
prohibits the amortization of goodwill and other intangible assets with
indefinite lives and requires periodic reassessment of the underlying value of
such assets for impairment. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. An early adoption provision exists for
companies with fiscal years beginning after March 15, 2001. On

<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements (continued)
-------------------------------------
September 1, 2001, the Company adopted SFAS No. 142. Application of the
nonamortization provision of SFAS No. 142 is expected to result in an increase
in no change to reported earnings. The Company is currently evaluating the
impact of the transitional provisions of the statement.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." This
statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishment of liabilities and also
provides consistent standards for distinguishing transfers of financial assets
that are sales from transfers that are secured borrowings. SFAS No. 140 is
effective for recognition and reclassification of collateral and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000, and is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31,
2001. The Company believes that the adoption of this standard will not have a
material effect on the Company's results of operations or financial position.

Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to the fiscal 2001
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 the
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 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.

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 officer             96
          Website                             43,000
                                           ---------
          Total Assets                     $  52,189
                                           =========


<PAGE>

NOTE 3 - ACQUISITIONS (continued)


          Accounts payable                 $  15,169
          Note payable to Reward               2,601
          Internet payable to Reward         140,000
                                           ---------
                                             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 became a wholly owned
subsidiary of Reward.


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, plant and equipment for purposes of computing depreciation is
five years. The computer equipment in the company's Vancouver office was deemed
to be not valuable enough to be moved to the Q Presents offices in California.
The Company deemed this remaining book value of $1,050 to be an office expense
for the quarter ending September 30, 2001.

Depreciation expense of $132 and amortization of the website of $4,866 has been
recognized for the period ended December 31, 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 142 (see Note
2). The Company will periodically review this asset for possible impairment.

<PAGE>

NOTE 6 - COMMON STOCK

Upon incorporation, subscriptions for 10,000,000 shares of common stock were
issued at $0.01 per share for $10,000. In July 1999, the Company's 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 $0.01 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 $0.001 per
share for cash proceeds of $10,000 which gave Mr. Brian Doutaz 64% ownership in
the Company. An additional 200,000 common stock shares were issued at $0.001
per share to satisfy a note payable. The 10,200,000 shares issued in these
transactions were cancelled in accordance with the terms of the agreement to
acquire Q Presents, Inc. (see Note 3).

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.

In 2001, 1,955,000 options for common stock were exercised. One million of the
options were for cash at $0.10 per share. Another 325,000 of the options were
for cash at $0.25 per share, and the remaining 630,000 options were for director
services.

In August 2001, the Company issued 6,000,000 shares of common stock in its
acquisition of Q Presents, Inc. (see Note 3).

Between October and December 2001, 472,000 options for common stock were
exercised. One hundred thousand of the options were for cash at $0.10 per share
and 372,000 options were for cash at $0.25 per share for which the Company
received $103,000.

In December 2001, the Company issued an additional 890,000 of common stock to
twelve investors in consideration of $890.

In January 2002, the Company issued an additional 160,000 of common stock to two
investors in consideration of $6,500.

<PAGE>

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, 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, all of the aforementioned directors exercised 630,000
options 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 100,000
were granted to a consultant. The exercise price of these options is $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) with an expiration date of April 30, 2001. Stock options of
2,230,000 were exercised before December 31, 2000, and an additional 1,325,000
were exercised before June 30, 2001.

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.

<PAGE>

NOTE 7-STOCK OPTIONS (continued)

Between October and December 2001, the option holders exercised 472,000 shares
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 exercised prices of $0.04 per share and 400,000 shares with
exercised prices of $0.10 per share. The Black-Scholes Option Price Calculation
of the fair value of these options is $10,400, based upon the normal assumptions
with two year expected lives.

Following is a summary of the Company's stock options:

                                                                     Weighted
                                                          Number      Average
                                                            Of       Exercise
                                                          Shares       Price
                                                       -----------  -----------
          Outstanding at 7-1-2000                        2,500,000     $ 0.18
          Granted                                        2,330,000       0.10
          Exercised                                     (3,555,000)      0.09
          Forfeited                                           -          -
                                                       -----------  -----------
          Outstanding at 6-30-2001                       1,275,000     $ 0.18
                                                       ===========  ===========

          Options exercisable at 6-30-2001                 650,000
                                                       ===========

          Outstanding at 6-30-2001                       1,275,000     $ 0.18
          Granted                                        1,400,000        .06
          Exercised                                       (472,000)       .21
          Forfeited                                           -          -
                                                       -----------  -----------
          Outstanding at 12-31-2001                      2,203,000     $ 0.11
                                                       ===========  ===========

          Options exercisable at 12-31-2001              1,275,000
                                                       ===========


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 for services provided by the director. The value this space is
considered to be $2,000 per month and is considered to be a loan from the
director at this time. The Company also received funds from related parties.
See Note 11.

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 paying $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 will be $10,000 per month, but will not begin until April 2002.

<PAGE>


NOTE 9 - EXTRAORDINARY INCOME

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. At March 31,
2001, this amount was forgiven by the vendor and recognized as extraordinary
income.

Software License Agreement
--------------------------
The Company's purchase commitment for a software license agreement totaled
$50,000, of which $30,000 was paid in 1999. As of December 31, 2000, the
Company considered the contract payable and accrued the balance of $20,000 as
part of accounts payable. At March 31, 2001, this amount was forgiven by the
vendor and recognized by the Company as extraordinary income.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

As further consideration for the rights granted under the aforementioned
software license, the licensee, Reward Enterprises, Inc., was obligated to pay
royalties based on gross revenue. Although the term of the agreement was
originally two years, commencing June 15, 1999, this agreement was terminated on
April 5, 2001. There are no further obligations to either party in connection
with the royalty agreement.

In September 2001, the Company also entered into a letter of intent with Live
Media Events, Inc. On January 10, 2002 the Company and Live Media Events, Inc.
entered into a Cancellation and Mutual Release Agreement on the aforementioned
letter of intent.

NOTE 11 - 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.


NOTE 12 - NOTES RECEIVABLE

During the quarter ended June 30, 2001, the Company loaned a total of $140,000
to Q Presents, Inc. The stated interest rate is the discount rate plus 2%.
This has been eliminated in the consolidation as part of the acquisition of Q
Presents, Inc. As of December 31, 2001, there has been $5,390 in interest
accrued between the Companies that was eliminated in the consolidation.

NOTE 13 - TRANSLATION OF FOREIGN CURRENCY

The Company has adopted Financial Accounting Standard No. 52. Foreign currency
translation resulted in an aggregate exchange loss of $60 for the period ended
September 30, 2000 and none for the period ending December 31, 2001. The
Company records the periodic net effect of foreign currency translation
transactions in the Statement of Stockholders' Equity.



<PAGE>

                            REWARD ENTERPRISES, INC.
                         (A Development Stage Company)
                     PROFORMA COMBINED FINANCIAL STATEMENTS
                               December 31, 2001


The following proforma combined financial statements reflect the acquisition of
100% of the common stock of Q Presents, Inc. (hereinafter Q Presents) by the
Company as of August 31, 2001. This transaction involves the exchange of
6,000,000 shares of common stock for 1,000 common stock shares of Q Presents
which were issued and outstanding.

The proforma financial statements have been prepared utilizing the historical
financial statements of Reward Enterprises, Inc. and Q Presents and should be
read in conjunction with the separate historical financial statements and notes
thereto of these companies for the respective periods presented.

The proforma financial information is based on the purchase method of
accounting. The proforma combined statements of operations assume the
acquisition had occurred at the beginning of the period presented in the
statements. All intercompany accounts and transactions have been eliminated.

The proforma combined financial statements do not purport to be indicative of
the financial positions and results of operations and cash flows which actually
would have been obtained if the acquisition had occurred on the date indicated
or the results which may be obtained in the future.

<PAGE>
Page 16

                            REWARD ENTERPRISES, INC.
                          (A Development Stage Company)
                             PROFORMA BALANCE SHEET
                                  June 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   REWARD         Q PRESENTS       ELIMINATIONS         TOTAL
                                               -------------     -------------     -------------     -------------
<S>                                            <C>               <C>               <C>               <C>
ASSETS
   CURRENT ASSETS
     Cash and cash equivalents                 $       5,448     $      34,955     $        -        $      40,403
     Accounts receivable - Officers                     -                   96              -                   96
     Notes receivable                                140,000              -    b.       (140,000)              -
                                               -------------     -------------     -------------     -------------
        TOTAL CURRENT ASSETS                         145,448            35,051          (140,000)            40,499
                                               -------------     -------------     -------------     -------------

   PROPERTY AND EQUIPMENT
     Computer hardware                                 1,985              -                 -                1,985
     Website                                            -               23,000 a.        100,673           123,673
     Accumulated depreciation and amortization          (794)             -                 -                 (794)
                                               -------------     -------------     -------------     -------------
        TOTAL PROPERTY AND EQUIPMENT                   1,191            23,000           100,673           124,864
                                               -------------     -------------     -------------     -------------

   OTHER ASSETS
     Goodwill                                           -                 -    a.      2,100,000         2,100,000
                                               -------------     -------------     -------------     -------------

     TOTAL ASSETS                              $     146,639     $      58,051     $   2,060,673     $   2,265,363
                                               =============     =============     =============     =============

LIABILITIES & STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable                          $        -        $      18,724     $        -        $      18,724
     Notes payable                                      -              140,000 b.       (140,000)             -
     Loans payable, related party                      1,500              -                 -                1,500
                                               -------------     -------------     -------------     -------------
        TOTAL CURRENT LIABILITIES                      1,500           158,724          (140,000)           20,224
                                               -------------     -------------     -------------     -------------

     TOTAL LIABILITIES                                 1,500           158,724          (140,000)           20,224
                                               -------------     -------------     -------------     -------------

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


STOCKHOLDERS' EQUITY
     Common stock                                     16,470             1,000 a.        (10,200)           12,270
                                                        -                 -    a.         (1,000)             -
                                                        -                 -    a.          6,000              -
                                                        -                 -    a.         10,200              -
     Additional paid-in capital                      581,480              -    a.      2,094,000         2,685,680
     Accumulated deficit during development
       stage                                        (452,565)         (101,673)a.        101,673          (452,565)
     Accumulated other comprehensive income
       (loss)                                           (246)             -                 -                 (246)
                                               -------------     -------------     -------------     -------------
     TOTAL STOCKHOLDERS' EQUITY                      145,139          (100,673)        2,200,673         2,245,139
                                               -------------     -------------     -------------     -------------

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                    $     146,639     $      58,051     $   2,060,673     $   2,265,363
                                               =============     =============     =============     =============
</TABLE>

               See the accompanying notes to these financials statements

<PAGE>
Page 17

                            REWARD ENTERPRISES, INC.
                          (A Development Stage Company)
             PROFORMA STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
                            Year Ended June 30, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   REWARD         Q PRESENTS       ELIMINATIONS         TOTAL
                                                                March 31, 2001
                                                                 (Inception)
                                                                   Through
                                                                 June 30, 2001
                                               -------------     -------------     -------------     -------------
<S>                                            <C>               <C>               <C>               <C>
REVENUES                                       $        -        $        -        $        -        $        -
                                               -------------     -------------     -------------     -------------

EXPENSES
   Consulting fees                                    53,138              -                 -               53,138
   Research and development                             -               59,098              -               59,098
   General and administrative                          1,261            18,640              -               19,901
   Legal and professional fees                        37,075             7,000              -               44,075
   Travel and entertainment                            4,136              -                 -                4,136
   Depreciation                                        1,637              -                 -                1,637
   Transfer fees                                       5,074              -                 -                5,074
   Promotion                                           2,237              -                 -                2,237
   Office supplies                                     6,682              -                 -                6,682
                                               -------------     -------------     -------------     -------------
        TOTAL OPERATING EXPENSES                     111,240            84,738              -              195,978
                                               -------------     -------------     -------------     -------------

OTHER INCOME AND EXPENSE
   Loss on impairment of asset                        65,160              -                 -               65,160
                                               -------------     -------------     -------------     -------------
        TOTAL OTHER EXPENSE                           65,160              -                 -                 -
                                               -------------     -------------     -------------     -------------

LOSS FROM OPERATIONS                                (176,400)          (84,738)             -             (261,138)

Extraordinary items:
   Gain from debt forgiveness                         25,000              -                 -               25,000

INCOME TAXES                                            -                 -                 -                 -
                                               -------------     -------------     -------------     -------------

NET LOSS                                            (151,400)          (84,738)             -             (236,138)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)              (60)             -                 -                  (60)
                                               -------------     -------------     -------------     -------------

COMPREHENSIVE LOSS                             $    (151,460)    $     (84,738)    $        -        $    (236,198)
                                               =============     =============     =============     =============
</TABLE>

               See the accompanying notes to these financials statements

<PAGE>
Page 18

                            REWARD ENTERPRISES, INC.
                          (A Development Stage Company)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
                       Six Months Ended December 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   REWARD         Q PRESENTS       ELIMINATIONS         TOTAL
                                               -------------     -------------     -------------     -------------
<S>                                            <C>               <C>               <C>               <C>
REVENUES                                       $        -        $        -        $        -        $        -
                                               -------------     -------------     -------------     -------------

EXPENSES
   Research and development                           63,910            21,000              -               84,910
   General and administrative                         48,885            14,562              -               63,447
   Legal and professional fees                        42,117              -                 -               42,117
   Depreciation                                        4,998              -                 -                4,998
                                               -------------     -------------     -------------     -------------
        TOTAL OPERATING EXPENSES                     159,910            35,562              -              195,472
                                               -------------     -------------     -------------     -------------

OTHER INCOME AND EXPENSE
   Interest income                                    (5,390)             -    b.          5,390              -
   Interest expense                                     -                5,390 b.         (5,390)             -
                                               -------------     -------------     -------------     -------------
        TOTAL OTHER (INCOME) EXPENSE                  (5,390)            5,390              -                 -
                                               -------------     -------------     -------------     -------------

LOSS FROM OPERATIONS                                (154,520)          (40,952)             -             (195,472)

INCOME TAXES                                            -                 -                 -                 -
                                               -------------     -------------     -------------     -------------

NET LOSS                                       $    (154,520)    $     (40,952)    $        -        $    (195,472)
                                               =============     =============     =============     =============
</TABLE>



               See the accompanying notes to these financials statements



<PAGE>

                             REWARD ENTERPRISES, INC.
                           (A Development Stage Company)
               NOTES TO THE PROFORMA COMBINED FINANCIAL STATEMENTS
                                 December 31, 2001


The proceeding proforma information has eliminations for activities of the
Company's prior to the acquisition and the effect of the acquisition on the
combined financial information.

The adjustments marked with an (a.) represents the eliminations from the
acquisition of Q Presents, Inc. and the value of the business combination
accounted for under the purchase method.

The adjustments marked with an (b.) represents the elimination of intercompany
borrowing and the resulting interest income and expenses.

<PAGE>

Item. 2 Management's Discussion and Analysis or Plan of Operation

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE CORPORATION FOR THE PERIOD ENDING DECEMBER 31, 2001 SHOULD BE READ IN
CONJUNCTION WITH THE CORPORATION'S CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING
THE NOTES THERETO, CONTAINED ELESWHERE IN THIS FORM 10-QSB.

Reward Enterprises, Inc. (the "Corporation" or "Reward") was incorporated in
December 1997 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 was to
develop a profitable "Entertainment Mall" through an e-commerce secure "portal."
Entertainment options offered would be videos, CDs, virtual casino-style games,
free bingo, dice and specialty and interactive video games.

On June 15, 1999, Reward Nevis Group Inc., a wholly owned subsidiary of the
Corporation 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 all
Internet cash transactions. This software is customized and is a 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
Corporation 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 an
additional two years. The royalty payable is 15% of gross revenues generated.
Pursuant to the agreement, $30,000 has been paid to Chartwell to date for the
license, $8,000 for the server from which to operate the software and the
virtual casino and $5,000 in the creative development of the CasinoReward.com
Web site.

In early 2001, the Corporation became aware that it would likely not be able to
continue with its efforts to develop an Internet gaming site, primarily as a
result of the poor financial conditions in the marketplace. The Board of
Directors then commenced a search for a new opportunity that would allow the
Corporation to remain active in the Internet sector on a profitable basis. Q
Presents, Inc. (hereinafter "QP"), a Santa Monica, California-based private
corporation, provided an ideal match which on April 12, 2001 resulted in an
Acquisition Agreement between Reward and QP. In exchange for all the shares of
QP, Reward would issue to QP shareholders a total of 6,000,000 shares of its
common stock. Immediately following the issuance of the acquisition shares, the
control block of 10,200,000 common stock shares owned by Mr. Robert Dinning and
Mr. Brian Doutaz would be cancelled. The Acquisition Agreement was approved by
the shareholders of both companies in August, 2001. The control block of
10,200,000 owned by Mr. Robert Dinning and Mr. Brian Doutaz was subsequently
cancelled and the Corporation issued 6,000,000 shares to QP shareholders. The
Company's definitive proxy statement filed with the SEC on August 8, 2001 and
its Form 8-K filed with the SEC on August 20, 2001 are incorporated herein by
reference.

<PAGE>

Q Presents, Inc. is a California corporation targeting the hotel and conference
segment of the Event Automation industry. Q Presents, Inc. is in its launching
stage and intends to provide localized and web based custom event registration
and automation solutions to the high growth Event Automation market.

In conjunction with the Acquisition Agreement, the Corporation negotiated a
cancellation of its Software License Agreement with Chartwell that included
forgiveness of all debt owing to Chartwell and the elimination of any
outstanding debt on the Balance Sheet. As part of the cancellation of the
Agreement with Chartwell, the Corporation also turned over sundry computer
equipment.

Mr. Edward W Withrow III, Mr. Warren K Withrow and Mr. Ron Hall were appointed
as Directors of Reward Enterprises, Inc. Mr. Edward W. Withrow III was appointed
as President and Co-Chief Executive Officer and Mr. Warren K. Withrow was
appointed as Treasurer and Co-Chief Executive Officer.

In September 2001, the Board authorized the Corporation to enter into Consulting
Agreements with both Mr. Edward W. Withrow III and Mr. Warren K. Withrow. The
proposed Consulting Agreements called for terms of sixty (60) months,
compensation of $3,500.00 USD monthly and the issuance of two options to
purchase the aggregate of 700,000 shares of the Corporation's common stock,
respectively. The compensation under these agreements have been changed to
$10,000 per month, but will not become effective and payable until April 2002.

RESULTS OF OPERATIONS

There were no revenues in the six-months ending December 31, 2001.

During the six-month period ending December 31, 2001, the Corporation incurred
expenses of $159,910 compared to $64,708 for the six-months ending December 31,
2000.

These expenses primarily consisted of professional fees of $42,117, office and
administration costs of $48,885 and research and development costs of $63,910.

The Corporation continues to carefully control its expenses, and has limited its
debt outstanding as it moves forward with the implementation of its business
plan. The Corporation has no employees at the present time and engages personnel
through consulting agreements where necessary as well as outside attorneys,
accountants and technical consultants. All previous consulting agreements have
been terminated as at August 15, 2001, and there are no contingent liabilities
resulting from this cancellation.


LIQUIDITY AND CAPITAL RESOURCES

The Corporation has to date, financed its development stage by the sale of
common stock.

<PAGE>

At December 31, 2001, the Corporation had 13,632,000 shares of common stock
outstanding. During the six months ended December 31, 2001, the Corporation
issued 1,362,000 shares for $103,890. Cash on hand at December 31, 2001 was
$2,535, which is held at the Bank of America in Los Angeles, California.

The Corporation recognizes that it will continue to need additional cash during
the next twelve months and these needs will coincide with the cash demands
resulting from the acquisition of Q Presents Inc. There is no assurance that the
Corporation will be able to obtain additional capital as required, or obtain the
capital on terms and conditions acceptable to it.

The Corporation does not have sufficient cash to finance its operations at this
stage of its development and is seeking additional financing on acceptable terms
and conditions.

The Corporation has no current plans for research and development nor does the
Corporation plan on retaining or hiring any additional employees or consultants.
There are no plans by the Corporation to purchase or to sell any fixed assets.

INFLATION

Inflation has not been a factor during the six months ending December 31, 2001.
While inflationary forces are moderately higher than in 2000, the actual
inflation is immaterial and is not considered a factor in any contemplated
capital expenditure program.

PART II - OTHER INFORMATION

Changes in Securities and Use of Proceeds

The Corporation had 13,632,000 shares of common stock issued and outstanding as
of December 31, 2001. Of these shares approximately 6,890,000 can only be resold
in compliance with Rule 144 limitations, adopted under the Securities Act of
1933 (the "Securities Act").

In General, under Rule 144, a person who has beneficially owned shares privately
acquired directly or indirectly from us or from one of our affiliates, for at
least one year, or who is an affiliate, is entitled to sell, within any
three-month period, a number of shares that do not exceed the greater of 1% of
the then outstanding shares or the average weekly trading volume in our shares
during the four calendar weeks immediately preceding such sale. Sales under Rule
144 are also subject to certain manner of sale provisions, notice requirements
and the availability of current public information about us. A person who is not
deemed to have been an affiliate at any time during the 90 days preceding the
sale, and who has beneficially owned restricted shares for at least two years,
is entitled to sell all such shares under Rule 144 without regard to the volume
limitations, current public information requirements, manner of sale provisions
or notice requirements.

<PAGE>

The issuances discussed under this section are exempted from registration under
Rule 504 of the Securities Act ("Rule 504") or Section 4 (2) of the Securities
Act ("Section 4 (2)"), as provided. All purchasers of the following securities
acquired the shares for investment purposes only and all stock certificates
reflect the appropriate legends. No underwriters were involved in connection
with the sale of securities referred to in this section.

Common Stock

In the three-month period ending December 31, 2001 the Corporation issued
890,000 shares valued at the par value of $.001 for cash proceeds of $890
pursuant to Section 4 (2) to twelve investors.

In the month of January 2002, the corporation issued 160,000 shares of common
stock for $6,500 in cash pursuant to Section 4 (2) to two investors.

Options

On December 27th, 2001 the Corporation, pursuant to a consulting agreement,
issued Edward W. Withrow III options to purchase 500,000 shares of common stock
at $.04 per share and 200,000 shares of common stock at $.10 per share.

On December 27th, 2001 the Corporation, pursuant to a consulting agreement,
issued Warren Withrow options to purchase 500,000 shares of common stock at $.04
per share and 200,000 shares of common stock at $.10 per share.

In the three-month period ending December 31, 2001 four option holders exercised
options for approximately $103,000 purchasing 472,000 shares of common stock.

Item 6.

Exhibits and Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter ended December
31, 2001:

October 29, 2001
Effective August 21, 2001, The Company acquired Q Presents, Inc., pursuant to an
Acquisition Agreement and Plan of Reorganization.


November 9, 2001
Effective October 27, 2001, Brian Doutaz resigned as a Director of Reward. Mr.
Doutaz's resignation was not the result of a disagreement with the Company.

November 16, 2001
On September 24, 2001, Reward Enterprises, Inc. ("Reward") entered into an
Exclusive Rights Agreement with Live Media Events, Inc. to license the rights of
its festival operations.


<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                             Reward Enterprises, Inc.
                                                    (Registrant)
                                     -------------------------------------------

Date:   February 10, 2002            /s/ Warren Withrow
      ----------------------         -------------------------------------------
                                       Warren Withrow Secretary/Treasurer
                                     Co-Chief Executive Officer and a Member
                                           of the Board of Directors


<PAGE>