<PAGE> 1

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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C.   20549
                ----------------------------------

                             FORM 10-Q

[ x ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended December 31, 1999.

[   ]     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                                  Applied For
(State of other jurisdiction of         (IRS Employer
incorporation or organization)          Identification No.)


                          500 Miller Road
               Richmond, British Columbia   V7B 1Y3
   (Address of principal executive offices, including zip code.)


                          (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 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.  Not subject
to filing until ____________, 1999.

                  YES [ x ]          NO    [    ]

The number of shares outstanding of the Registrant's Common Stock,
$0.01 par value per share, at December 31, 1999 was 2,715,000 shares.


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----------------------------------------------------------------------






<PAGE> 2
                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
                           BALANCE SHEETS
<TABLE>
<CAPTION>
                                        Dec 31,        June 30,
                                        1999           1999
<S>                                     <C>            <C>
ASSETS
CURRENT ASSETS
 Cash                                   $  33,367      $ 102,614
                                        ---------      ---------
TOTAL CURRENT ASSETS                       33,367        102,614

PROPERTY AND EQUIPMENT
 Computer hardware                          9,985          8,665
 Website                                   10,000         10,000
 Software license                          50,000         50,000
                                        ---------      ---------
TOTAL PROPERTY AND EQUIPMENT               69,985         68,665
                                        ---------      ---------
OTHER ASSETS
 Investments                                5,000             -
                                        ---------      ---------
TOTAL ASSETS                            $ 108,352      $ 171,279
                                        =========      =========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Accounts payable                       $  37,500      $  72,500
 Loans payable                              3,600             -
                                        ---------      ---------
 TOTAL CURRENT LIABILITIES                 41,100         72,500
                                        ---------      ---------
TOTAL LIABILITIES                          41,100         72,500
                                        ---------      ---------
COMMITMENTS AND CONTINGENCIES                  -              -
                                        =========      =========
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 200,000,000 shares
 authorized, $.01 par value; 2,715,000
 and 1,000,000 shares issued and
 outstanding, respectively                 27,150         27,150
Additional paid-in capital                154,350        154,350
Subscriptions receivable                       -         (10,000)
Accumulated deficit during
 developmental stage                     (114,248)       (72,506)
Accumulated other comprehensive income         -            (215)
                                        ---------      ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)       67,252         98,779
                                        ---------      ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                       $ 108,352      $ 171,279
                                        =========      =========
</TABLE>



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

                                 1
<PAGE> 3

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
          STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
                         Period         Year           12/12/97
                         Ended          Ended          (Inception)
                         Dec 30         June 30,       Through
                         1999           1999           12/31/99
<S>                      <C>            <C>            <C>
R E V E N U E S          $      -       $      -       $      -
                         ---------      ---------      ---------
E X P E N S E S
Consulting fees              7,500         47,500         65,000
Commissions                     -              -              -
Legal and professional
 fees                       16,919         10,000         26,919
Travel and entertainment    12,519          4,791         17,310
Office and administration    4,792            215          5,007
                         ---------      ---------      ---------
TOTAL OPERATING EXPENSES    41,730         62,506        114,236
                         ---------      ---------      ---------
NET LOSS FROM OPERATIONS   (41,730)       (62,506)       114,236

OTHER COMPREHENSIVE INCOME
 Foreign currency
  translation gain (loss)      204           (215)            11
                         ---------      ---------      ---------
COMPREHENSIVE LOSS       $ (41,526)     $ (62,721)       114,247
                         =========      =========      =========
NET LOSS PER
 COMMON SHARE            $ (0.0154)     $ (0.0437)     $
                         =========      =========      =========
WEIGHTED AVERAGE NUMBER
 OF COMMON STOCK SHARES
 OUTSTANDING             2,715,000      1,428,750
                         =========      =========      =========
</TABLE>



















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

                                 2

<PAGE> 4

                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                         Common Stock
                                             Additional
                    Number                   Paid-in   Subscriptions
                    of Shares      Amount    Capital   Receivable
<S>                 <C>            <C>       <C>       <C>
Issuance of common
 stock in April 1998:
 for valued at
 $.01 per share     1,000,000      $ 10,000  $      -  $ (10,000)

Loss for year ending
 June 30, 1998            -              -          -         -
                    ---------      --------  --------- ---------
Balance,
 June 30, 1998      1,000,000        10,000         -    (10,000)

Settlement of
 subscriptions
 receivable
Issuance of common
 stock in May 1999
 for cash at $0.01
 per share          1,400,000        14,000         -         -

Issuance of common
 stock May 1999 for
 cash at $0.50 per
 share                315,000         3,150    154,350        -

Loss for year ending
 June 30, 1999             -             -          -         -

Foreign translation
 gain (loss)               -             -          -         -

Loss for period ending
Dec 31, 1999
                    ---------      --------  --------- ---------
Balance,
 Dec 31, 1999       2,715,000      $ 27,150  $ 154,350 $      -
                    =========      ========  ========= =========
</TABLE>










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

                                3-a


<PAGE> 5


                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                        Accumulated
                                        Other          Total
                         Accumulated    Comprehensive  Stockholders'
                         Deficit        Income         Equity
<S>                      <C>            <C>            <C>
Issuance of common stock
 in April 1998: for valued
 at $.01 per share       $       -      $   -     $       -

Loss for year ending
 June 30, 1998              (10,000)        -        (10,000)
                         ----------     ------    ----------
Balance,
 June 30, 1998              (10,000)        -        (10,000)

Settlement of subscriptions
 receivable
Issuance of common
 stock in May 1999 for
 cash at $0.01 per share         -          -         14,000

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

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

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

Loss for period ending
 Dec 31, 1999               (41,730)       204       (41,526)
                         ----------     ------    ----------
Balance,
 Dec 31, 1999            $ (114,236)    $  (11)   $   67,253
                         ==========     ======    ==========
</TABLE>













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

                                3-b

<PAGE> 6


                      REWARD ENTERPRISES, INC.
                   (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                         Period         Year           Dec 12, 1997
                         Ended          Ended          (Inception)
                         Dec 31,        June 30,       Though
                         1999           1999           Dec 31, 1999
<S>                      <C>            <C>            <C>
Cash flows from operating activities:
 Net loss                $ (41,730)     $ (62,506)     $ (104,236)
 Adjustments to reconcile
  net loss to net cash used
  by operating activities:
 Increase in:
  Other assets                            (60,000)        (60,000)
  Loans payable              3,600                          3,600
  Accounts payable         (25,000)        62,500          37,500
                         ---------      ---------      ----------
Net cash (used) in
 operating activities      (63,130)       (60,006)       (123,136)
                         ---------      ---------      ----------
Cash flows from investing
 activities:
 Purchase - other           (5,000)                        (5,000)
 Purchase of property
  and equipment             (1,320)        (8,665)         (9,985)
                         ---------      ---------      ----------
Net cash used in
 investing activities       (6,320)        (8,665)        (14,985)

Cash flows from financing
 activities:
 Issuance of stock              -         171,500         171,500
                         ---------      ---------      ----------
Net increase in cash       (69,450)       102,829          33,379

Foreign translation gain       204           (215)            (11)

Cash,
 beginning of period       102,614             -               -
                         ---------      ---------      ----------
Cash, end of period      $  33,368      $ 102,614      $   33,368
                         =========      =========      ==========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest
 and income taxes:
 Interest                $      -       $      -       $       -
 Income taxes            $      -       $      -       $       -

NON-CASH INVESTING AND FINANCING
Stock subscribed in
 exchange for payables   $      -       $  10,000      $   10,000

</TABLE>
   The accompanying notes are an integral part of these financial
                            statements.
                                 4
<PAGE> 7

                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                 Notes to the Financial Statements
                         December 31, 1999

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

The Company is in the development stage and as of December 31, 1999 had
not realized any significant revenues from its planned operations.

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 who are 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 game playing.

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
a comprehensive net loss of $41,526 and $62,721 for the period ended
Dec 31, 1999 and the year ending June 30, 1999, respectively. The
Company, being a developmental stage enterprise, 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 has established plans designed to create sales of the
Company's products.  Management intends 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.

Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting, with a year-end of June 30.




                                 5
<PAGE> 8
                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                 Notes to the Financial Statements
                          December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per share
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.  Stock options, which would be antidilutive, were not used
in the calculation of loss per share.

Cash and Cash Equivalents
For purposes of the 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 Dec 31, 1999, the Company had a net operating loss of approximately
$41,000.  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
The Company evaluates the recoverability of property and equipment and
intangible assets when events and circumstances indicate that such
assets might be impaired.  The Company determines impairment by
comparing the undiscounted future cash flows estimated to be generated
by these assets to their respective carrying amounts.

Year 2000
The Company, like other firms, could be adversely affected if the
computer systems used by it, its suppliers or customers do not properly
process and calculate date-related information and data from the period
surrounding and including January 1, 2000.  This is commonly known as
the "Year 2000" issue.  Additionally, this issue could impact
non-computer systems and devices such as production equipment.  At this
time, because of the complexities involved in the issue, management
cannot provide assurances that the Year 2000 issue will not have an
impact on the Company's operations.

The Company has reviewed its technology, including software and
hardware, and has determined that there will be no adverse effects to
the Company's operation regarding Year 2000 issues.  Management also
believes that Year 2000 issues should not adversely affect the ability
of its clients and customers to conduct business with the Company.  Any
costs associated with Year 2000 compliance are expensed when incurred.

                                 6
<PAGE> 9
                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                 Notes to the Financial Statements
                          December 31, 1999
NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation and
amortization are 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 and
amortization are five to seven years.  The following is a summary of
property and equipment.

                                       Cost

          Computers                     $  9,985
          Website                         10,000
          Software license                50,000
                                        --------
                                        $ 69,985
                                        ========

No depreciation or amortization expense has been recognized for the
period ended Dec 31, 1999 and the year ending June 30, 1999 because the
assets were not placed in service.

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-acquired at June 30, 1999-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.

NOTE 5 - 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 increased
the par value of the stock to $0.01 per share.  A second share issuance
Under Regulation D, Rule 504, was for 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 and 1998, $10,000 in stock subscriptions were
receivable and subsequently this amount was settled.

NOTE 6-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.

                                 7
<PAGE> 10

                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                 Notes to the Financial Statements
                          December 31, 1999
NOTE 6-STOCK OPTIONS (CONTINUED)

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 consultants will 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.  One 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.  All options related to these
agreements expire June 30, 2010.  See Note 7.

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.

Following is a summary of the stock options during 1998 and 1999:

                                                       Weighted
                                        Number         Average
                                        of             Exercise
                                        Shares         Price
[S]                                     [C]            [C]
Outstanding at 6-30-98                         -            -
                                        =========      =======
Granted                                 1,250,000      $  0.10
Granted                                 1,250,000      $  0.25
Exercised                                      -       $    -
Forfeited                                      -       $    -
                                        ---------      -------
Outstanding at 6-30-99                  2,500,000      $  0.18
Options exercisable at 6-30-99          2,500,000      $  0.18
                                        =========      =======
Weighted average fair value
 of options granted during 1999         $    0.18
                                        =========

NOTE 7 - 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.






                                 8
<PAGE> 11

                      REWARD ENTERPRISES INC.
                   (A Development Stage Company)
                 Notes to the Financial Statements
                          December 31, 1999

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Database Development
The Company's purchase commitment for services to develop a website at
Dec 31, 1999 totaled $10,000, of which $5,000 was paid in 1999.  As of
Dec 31, 1999 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 at
Dec 31, 1999 totaled $50,000 of which $20,000 was paid in 1999.  As of
Dec 31, 1999 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 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 9 - CONCENTRATIONS

The Company maintains all of its cash accounts at a single financial
institution located in Delta, British Columbia, Canada.

NOTE 10 - TRANSLATION OF FOREIGN CURRENCY

The Company has adopted Financial Accounting Standard No. 52.  Foreign
currency translation resulted in an aggregate exchange gain of $204 for
the period ended Dec 31, 1999.  The Company recorded this transaction
in the Statement of Stockholders' Equity.

NOTE 11 - SUBSEQUENT EVENTS

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 another subsidiary, Reward International Group Ltd,, a
Bermudian company, which was incorporated August 6, 1999.  Reward
International Group Ltd. is wholly owned by Reward Enterprises, Inc.







                                 9

<PAGE> 12

MANAGEMENT'S 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, 1999 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. The Company has
two subsidiary companies, Reward International Group Ltd, a Bermuda
corporation, and Reward Nevis Group, Inc., a Nevis  based corporation.
Its main objective is to develop a profitable "Entertainment Mail"
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 general entertainment
and e-commerce components will be marketed to the whole world while the
gaming related options will focus on Asia, Europe, Australia and South
America.

     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 development 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 which
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 and a further payment of $10,000 will be
made in the last quarter of 1999.

     Through Reward Nevis Group, Inc, the Company will operate its Web
server from Belize and it will be administered from that location as
well. A contract has been executed with INet Global Ltd. to host and
secure the site. It is expected to be fully developed and operational
by January 2000.

     Management of the Company is currently in the development stage of
its business and is in the process of completing further agreements to
implement its business plan.  The Company plans to test the Web site
operating and software systems, including gaming, shopping and browsing
features, on-line ordering during the last quarter of 1999 and first
quarter of 2000. A limited launch phase is expected later in the year.


RESULTS OF OPERATIONS

     There are no revenues in the quarter ending December 31, 1999 as
the Company has not as yet activated its web site.



<PAGE> 13

     During the six month period ending December 31, 1999, the Company
incurred expenses of $41.730.

     A summary of this is as follows:

          Legal and Professional fees        $ 16,919
          Consulting fees                       7,500
          Travel and promotion                 12,510
          Other                                 4,792
                                             --------
               Total                         $ 41,735
                                             ========

     The Company has carefully controlled its expenses to date, and
plans to complete a financing in the near future to provide necessary
funds required in its business plan anti to further develop its
business model.

     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, 1999 was $33,367 and the Company
Company has sufficient funds to conduct its affairs.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has to date, financed its development stage by the
sale of common stock. At December 31, 1999, the. Company had 2,715,000
shares of common stock outstanding and had raised a total of $181,500.
At December 31, 1999 it had cash on hand of $33,367 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 endeavor 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 of this
stage of its development. Its liabilities relate to its software
license and website development.

YEAR 2000 COMPUTER SOFTWARE CONVERSION

     All computer equipment owned by the Company has been acquired in
the past 12 months and is not considered to be a problem for Year 2000.
This assurance cannot be given for third party equipment for which the
Company has no control.

     Since we have yet to acquire any technology in support of our
services, the planned acquisitions will most likely involve hardware
and software which is relatively new and therefore management does not
anticipate. that it will incur significant Operating expenses or he
required to invest heavily in computer systems improvements to be Year
2000 compliant.

     While the Company is confident that its systems will be
compatible, no assurance can be given that this will not impact the
Company's results of operations.


<PAGE> 14

INFLATION

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


EXHIBIT INDEX

Exhibit No.    Description

27             Financial Data Schedule


                          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.

     Dated this 14th day of February, 2000.


                         REWARD ENTERPRISES INC.
                         (the "Registrant")



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