UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 10-QSB

(Mark One)
|X|   QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
      ACT OF 1934

               For the Quarterly period ended September 30, 2004

|_|   TRANSISTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                         Commission file number 0-50621

                              MAXIMUM AWARDS, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

       Nevada                                          86-0787790
       ------                                          ----------
(State of organization)                     (I.R.S. Employer Identification No.)

        Level 1, 164 Wharf Street, Brisbane, Queensland 4000, Australia
        ---------------------------------------------------------------
                    (Address of principal executive offices)

                                  61 73 193110

               Registrant's telephone number, including area code

Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the  Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]

There are 25,548,900 shares of common stock outstanding, as of 25 May , 2005.

<PAGE>

                              MAXIMUM AWARDS, INC.

                                     INDEX

                                                                        Page No.

PART I - FINANCIAL INFORMATION

Item 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED
         SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

         Report of Independent Registered Public Accounting Firm          1

         Consolidated Balance Sheets                                      2

         Consolidated Statements of Operations                            3

         Consolidated Statements of Cash Flows                            4

         Notes to Financial Statements                                 5-19

Item 2.  Plan of Operations                                              20

Item 3.  Controls and Procedures                                         23

PART II - OTHER INFORMATION                                              23

Item 2.  Change in Securities and Use of Proceeds                        23

Item 6.  Exhibits and Reports on Form 8-K                                24

SIGNATURES                                                               25

EXHIBITS



<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              MAXIMUM AWARDS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2004
                             AND SEPTEMBER 30, 2003

                                    UNAUDITED

                                    CONTENTS

Report of Independent Registered Public Accounting Firm                   1

Consolidated Balance Sheets                                               2

Consolidated Statements of Operations                                     3

Consolidated Statements of Cash Flows                                     4

Notes to Financial Statements                                        5 - 19


                                       2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
Maximum Awards, Inc.

         We have  reviewed  the  accompanying  consolidated  balance  sheets  of
Maximum  Awards,  Inc.,  as at September  30, 2004 and the related  consolidated
statements of operations for the nine-month periods ended September 30, 2004 and
2003  and  three-month  periods  ended  September  30,  2004  and  2003  and the
consolidated statements of cash flows for the nine-month periods ended September
30, 2004 and 2003. These interim financial  statements are the responsibility of
the Company's management.

         We conducted our review in accordance  with the standards of the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is  substantially  less in scope than an audit  conducted in accordance with the
standards of the Public Company  Accounting  Oversight  Board,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the consolidated interim financial statements referred to
above for them to be in  conformity  with  U.S.  generally  accepted  accounting
principles.

         We have  previously  audited,  in accordance  with the standards of the
Public Company  Accounting  Oversight Board (United  States),  the  consolidated
balance sheet of Maximum Awards,  Inc. as at December 31, 2003 and 2002, and the
related   consolidated   statements  of  operations  and   comprehensive   loss,
stockholders' equity (deficiency),  and cash flows for the years then ended [not
presented herein], and in our report dated May 27, 2004 and September 3, 2004 we
expressed an unqualified opinion on those consolidated financial statements.  In
our opinion, the information set forth in the accompanying  consolidated balance
sheet as of December 31, 2003, is fairly stated,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.

                                                       "SF Partnership, LLP"

Toronto, Canada                                        CHARTERED ACCOUNTANTS
March 25, 2005


                                      -1-
<PAGE>

MAXIMUM AWARDS, INC.
Consolidated Balance Sheet
(Unaudited)

<TABLE>
<CAPTION>
                                                                         December 31
                                                                                2003
                                                     September 30         (Restated)
                                                             2004          (Note 13)

<S>                                                     <C>                <C>
                                     ASSETS
Current
    Cash                                                $  21,101          $  15,763
    Cash held in Escrow                                     3,431              1,538
    Accounts receivable                                    69,942             33,249
    Inventory                                               5,036              4,495
    Prepaid and sundry assets                                  --             53,073
                                                        ---------          ---------

                                                           99,510            108,118

Furniture and Equipment (note 4)                            7,562              4,672
                                                        ---------          ---------

                                                        $ 107,072          $ 112,790
                                                        =========          =========

                                   LIABILITIES

Current
    Accounts payable and accrued charges                $ 102,405          $  36,913
    Deferred membership fee income                             --              1,561
    Notes payable (note 5)                                 65,602             29,662
    Loans payable (note 6)                                 66,818                 --
    Liability for unredeemed points                         3,431              1,538
                                                        ---------          ---------

                                                          238,256             69,674
                                                        ---------          ---------

                             STOCKHOLDERS' DEFICIENCY

Capital Stock (note 7)                                     26,151             25,958

Additional Paid-In Capital                                310,154            219,290

Accumulated Other Comprehensive Loss                      (46,414)           (54,462)

Accumulated Deficit                                      (421,075)          (147,670)
                                                        ---------          ---------

                                                         (131,184)            43,116
                                                        ---------          ---------

                                                        $ 107,072          $ 112,790
                                                        =========          =========
</TABLE>

              (The accompanying notes are an integral part of these
                   consolidated interim financial statements)


                                      -2-
<PAGE>

MAXIMUM AWARDS, INC.
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                         Three           Three            Nine            Nine
                                        Months          Months          Months          Months
                                         Ended           Ended           Ended           Ended
                                       Sept 30         Sept 30         Sept 30         Sept 30
                                          2004            2003            2004            2003
<S>                               <C>             <C>             <C>             <C>
Revenue                           $     56,819    $     82,186    $    181,318    $    187,237

Cost of Sales                           18,135          30,825          55,261          30,825
                                  ------------    ------------    ------------    ------------

Gross Profit                            38,684          51,361         126,057         156,412

Expenses
    General and administration          91,329          51,968         292,604         145,316
    Legal and professional fees         15,000              --          98,073              --
    Interest                               644             506           3,452             506
    Amortization                           310             282             855             824
                                  ------------    ------------    ------------    ------------

    Total                              107,283          52,756         394,984         146,646

Income (Loss) before tax               (68,554)         (1,395)       (268,927)          9,766

    Tax Expense                             --              --           4,478           3,356
                                  ------------    ------------    ------------    ------------

Net (Loss) Income                 $    (68,554)   $     (1,395)   $   (273,405)   $      6,410
                                  ------------    ------------    ------------    ------------

Basic and fully diluted

(Loss) Income per share           ($      0.01)   $       0.00    ($      0.01)   $       0.00
                                  ------------    ------------    ------------    ------------

Basic and Fully Diluted
Weighted Average

 Number of Shares                   25,058,283      24,200,000      25,001,005      24,200,000
                                  ------------    ------------    ------------    ------------
</TABLE>

              (The accompanying notes are an integral part of these
                   consolidated interim financial statements)


                                      -3-
<PAGE>

MAXIMUM AWARDS, INC.
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                             9 Months          9 Months
                                                                Ended             Ended
                                                          September 30     September 30
                                                                  2004             2003
<S>                                                          <C>              <C>
Cash Flows from Operating Activities
    Net (loss) income                                        $(273,405)       $   6,410
    Adjustments to reconcile net (loss) income to net cash
       used in operating activities
       Amortization                                                855              889
       Accounts receivable                                     (17,289)         (15,447)
       Prepaid and sundry assets                                50,906              576
       Liability for unredeemed points                           1,968              642
       Accounts payable and accrued charges                     59,565            3,964
       Deferred membership fee income                           (1,518)         (28,464)
                                                             ---------        ---------

                                                              (178,918)         (31,430)
                                                             ---------        ---------

Cash Flows from Investing Activities
    Proceeds from notes receivable                                  --            8,972
    Purchase of equipment                                       (5,170)          (1,213)
                                                             ---------        ---------

                                                                (5,170)           7,759
                                                             ---------        ---------

Cash Flows from Financing Activities
    Proceeds from notes payable                                 26,315           22,932
    Proceeds from loans payable                                 66,818               --
    Proceeds from additional paid in capital                    90,864               --
    Proceeds from issuance of capital stock                        193               --
                                                             ---------        ---------

                                                               184,190           22,932
                                                             ---------        ---------

Net Increase in Cash                                               102             (739)

Foreign exchange on cash balances                                7,129            4,627

Cash - beginning of period/year                                 17,301            3,145
                                                             ---------        ---------

Cash - end of period / year                                  $  24,532        $   7,033
                                                             =========        =========

Cash                                                         $  21,101        $   4,474
Cash held in Escrow                                              3,431            2,559
                                                             ---------        ---------

Total Cash                                                   $  24,532        $   7,033
                                                             ---------        ---------
</TABLE>

              (The accompanying notes are an integral part of these
                   consolidated interim financial statements)


                                      -4-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

1.    Operations and Business

      Maximum Awards,  Inc, formerly known as Rising Fortune  Incorporated ("the
      Company"),  was  incorporated in the State of Nevada on March 7, 1995. The
      Company was inactive  between 1996 and 2000.  In 2000 the Company  entered
      into an agreement to distribute  product.  However,  the  agreement  never
      materialized  and the Company  continued to remain inactive until November
      18,  2003.  On November  19,  2003,  the Company  amended its  Articles of
      Incorporation to change its name to Maximum Awards Inc.

      On December 9, 2003, the Company entered into a definitive  Share Exchange
      Agreement (the "Agreement") with Maximum Awards Pty Limited, an Australian
      corporation  operating  a consumer  rewards  program,  whereby the Company
      acquired all of the issued and  outstanding  shares of the  Subsidiary  in
      exchange for  22,000,000  common  shares and  1,000,000  preferred  shares
      Series  "A"  of  the  Company.   The  preferred   shares  Series  "A"  are
      non-participating,  but each  share is  entitled  to 50 votes in a general
      meeting.  In addition,  the Company  issued  2,200,000  common shares as a
      finder's fee for  assistance in the  acquisition of the  Subsidiary.  As a
      result of the  Agreement,  the  shareholder  of Maximum Awards Pty Limited
      controls 96% of the Company.  While the Company is the legal parent,  as a
      result of the reverse  takeover,  Maximum  Awards Pty  Limited  became the
      parent company for accounting purposes.

      On June 1, 2004, the Company,  through its subsidiary,  Maximum Awards Pty
      Ltd,  acquired  100% of the issued and  outstanding  share capital of both
      Global  Business  Group  Australia Pty Ltd ("Global  Business") and Travel
      Easy Holidays Pty Ltd ("Travel Easy") from the directors of the respective
      companies for $1.00. Global Business and Travel Easy are controlled by the
      same shareholder,  who controls the Company and Maximum Awards Pty Ltd. As
      such, this transfer of equity interests between common controlled entities
      is  accounted  for as a  recapitalization  of  the  company.  The  assets,
      liabilities,  income and expenses of Global  Business and Travel Easy have
      been brought forward on a historical basis in the financial  statements of
      the  Company.  The equity of Global  Business  and  Travel  Easy have been
      brought  forward on a historical  basis and included in additional paid in
      capital of the Company.

      The Company  currently  operates a loyalty and  rewards  program  known as
      Maximum  Awards.  Under this program,  consumers earn points by purchasing
      products and services from a range offered by the Company's  subsidiaries,
      Global Business and Travel Easy, or program partners.  Accumulated  points
      can then be redeemed in order to acquire  additional  desired  products or
      services  from  the  same  list of such  items  offered  by the  Company's
      subsidiaries.

      The  Company's  subsidiary,  Global  Business,  maintains a  catalogue  of
      available  goods and  services  which a member  can  purchase,  or acquire
      through the redemption of points.  Travel Easy is a licensed travel agency
      which  services  the public and also  allows  members to  purchase  travel
      services or redeem points for airline tickets or travel packages.


                                      -5-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
Unaudited

2.    Going Concern

      These   financial   statements  have  been  prepared  in  accordance  with
      accounting  principles  generally accepted in the United States of America
      with the  assumption  that the Company  will be able to realize its assets
      and discharge its liabilities in the normal course of business.

      The Company has sustained  operating  losses since  inception,  has raised
      minimal  capital and has no  long-term  contracts  related to its business
      plans.  The  Company's  continuation  as a going  concern is uncertain and
      dependant  on  successfully  bringing  its  services to market,  achieving
      future profitable operations and obtaining additional sources of financing
      to sustain its  operations,  the outcome of which  cannot be  predicted at
      this time. In the event the Company cannot obtain the necessary  funds, it
      will be necessary to delay,  curtail or cancel the further  development of
      its products and services.  Though the business plan indicates  profitable
      operation in the coming year,  these profits are  contingent on completing
      and  fulfilling  contracts  with  various  providers of goods and services
      throughout  the world to provide  the  company  with a cashflow to sustain
      operations. In the event the Company cannot obtain the necessary funds, it
      will be necessary to delay,  curtail or cancel the further  development of
      its products and services.

      The  financial  statements do not include any  adjustments  to reflect the
      possible future effects on the recoverability and classification of assets
      or the amounts and  classification of liabilities that may result from the
      possible inability of the Company to continue as a going concern.

3.    Summary of Significant Accounting Policies

      a)    Basis of Financial Statement Presentation

            These  financial  statements  have been prepared in conformity  with
            accounting  principles  generally  accepted in the United  States of
            America with the assumption that the Company will be able to realize
            its assets and  discharge  its  liabilities  in the normal course of
            business.

      b)    Basis of Consolidation

            The merger of the Company  and  Maximum  Awards Pty  Ltd.  has  been
            recorded as the recapitalization of the Company, with the net assets
            of Maximum  Awards Pty Limited and the  Company  brought  forward at
            their  historical  basis. The intention of the management of Maximum
            Awards (Pty)  Limited was to acquire the Company as a shell  company
            to be listed on the OTC Bulletin  Board.  Management does not intend
            to pursue the business of the Company.  As such,  accounting for the
            merger as the recapitalization of the Company is deemed appropriate.

            As  mentioned  in Note 1, these  consolidated  financial  statements
            include  the assets,  liabilities,  equity,  income and  expenses of
            Global Business and Travel Easy brought forward on a historical
            basis


                                      -6-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
Unaudited

3. Summary of Significant Accounting Policies (cont'd)

            The comparative  figures presented in these  consolidated  financial
            statements are those of the legal  subsidiary,  Maximum Awards Pty
            Ltd., Travel Easy and Global Business.

            The  weighted  average and total number of shares  outstanding  have
            been retroactively restated for each period to reflect the number of
            shares issued to shareholders of the subsidiary at acquisition.

      c)    Unit of Measurement

            United  States  of  America  currency  is being  used as the unit of
            measurement in these financial statements.

      d)    Use of Estimates

            In preparing  the  Company's  financial  statements,  management  is
            required to make estimates and assumptions  that affect the reported
            amounts of assets and  liabilities and the disclosures of contingent
            assets and liabilities at the dates of the financial statements, and
            the reported  amounts of revenues and expenses  during the reporting
            periods. Actual results could differ from those estimates.

      e)    Inventory

            Inventory  consists  of goods  purchased  for resale.  Inventory  is
            stated at the lower of cost  (first-in,  first-out  method)  and net
            realizable value.

      f)    Revenue Recognition

            Consumer Reward Points Program

            Membership fee revenue represents annual membership fees paid by all
            of the Company's  members.  The Company  accounts for membership fee
            income  on a  "deferred  basis"  whereby  membership  fee  income is
            recognized ratably over the one-year life of the membership.

            The Company recognizes commission income from a participating vendor
            when the consumer has earned points from their purchases.


                                      -7-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3. Summary of Significant Accounting Policies (cont'd)

            Travel Agency

            The Company earns commission  revenues from ticket sales and reports
            this revenue in accordance  with Emerging Issues Task Force ("EITF")
            Issue No.99-19,  "Reporting  Revenue Gross as a Principal versus Net
            as an Agent".  The Company is an agent and not the primary  obligor,
            and  accordingly  the amounts  earned are  determined  using a fixed
            percentage, a fixed-payment schedule, or a combination of the two.

            Online Shopping

            The  company  recognizes  revenue  from  product  sales or  services
            rendered when the following  four revenue  recognition  criteria are
            met:  persuasive  evidence of an  arrangement  exists,  delivery has
            occurred or services have been rendered,  the selling price is fixed
            or  determinable,   and   collectibility   is  reasonably   assured.
            Additionally,  revenue  arrangements with multiple  deliverables are
            divided into separate units of accounting if the deliverables in the
            arrangement meet the following criteria:

            (1) the  delivered  item has value to the  customer on a  standalone
            basis;

            (2) there is objective  and  reliable  evidence of the fair value of
            undelivered items; and

            (3) delivery of any undelivered item is probable.

            Product sales,  net of promotional  discounts,  rebates,  and return
            allowances,  are  recorded  when the  products are shipped and title
            passes  to  customers.  Retail  items  sold to  customers  are  made
            pursuant to a sales  contract  that  provides  for  transfer of both
            title and risk of loss upon the  company's  delivery to the carrier.
            The return  policy  allows  customers to exchange  product  within 7
            days.

            The company periodically provides incentive offers to  its customers
            to encourage purchases. Such offers include current discount offers,
            such as  percentage  discounts  off  current  purchases,  inducement
            offers,  such as offers  for future  discounts  subject to a minimum
            current purchase, and other similar offers. Current discount offers,
            when  accepted by the  customers,  are treated as a reduction to the
            purchase price of the related transaction,  while inducement offers,
            when  accepted  by the  customers,  are  treated as a  reduction  to
            purchase  price  based  on  estimated   future   redemption   rates.
            Redemption  rates  are  estimated  using  the  company's  historical
            experience for similar  inducement  offers.  Current discount offers
            and inducement offers are presented as a net amount in "Net sales."

            Outbound shipping charges to customers are included in net sales.


                                      -8-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3. Summary of Significant Accounting Policies (cont'd)

      g)    Consumer Reward Points Program

            The Company's  consumer reward points program allows members to earn
            points that can be  redeemed  for a broad range of travel and retail
            merchandise.  The Company makes  payments from the escrow account on
            reward  redemptions when members redeem their points and establishes
            reserves  to  cover  the  cost of  future  reward  redemptions.  The
            provision  for the  cost of  member  rewards  is based  upon  points
            awarded that are ultimately expected to be redeemed by members using
            the  current  weighted-average  cost per  point of  redemption.  The
            ultimate  points to be redeemed are estimated based on many factors,
            including a review of past behavior of members segmented by product,
            year of enrolment  in the  program;  spend level and duration in the
            program.  Past  behavior is used to predict when  current  enrollees
            will attrite and their ultimate  redemption  rate. In addition,  the
            cumulative balance sheet liability for unredeemed points is adjusted
            over  time  based on  actual  redemption  and cost  experience  with
            respect to redemptions.

      h)    Foreign Currency Translation

            The Company  accounts for foreign currency  translation  pursuant to
            SFAS  No.  52,  "Foreign   Currency   Translation".   The  company's
            functional  currency  is  the  Australian  dollar.  All  assets  and
            liabilities  are  translated  into U.S.  dollars  using the  current
            exchange  rate.  Revenues  and  expenses  are  translated  using the
            average exchange rates prevailing  throughout the year.  Translation
            adjustments  are  included  in other  comprehensive  income  for the
            period.

      i)    Fair Value of Financial Instruments

            The  estimated  fair  value  of  financial   instruments   has  been
            determined by the Company using  available  market  information  and
            valuation  methodologies.   Considerable  judgment  is  required  in
            estimating  fair  value.  Accordingly,  the  estimates  may  not  be
            indicative  of the amounts the  Company  could  realize in a current
            market exchange. At December 31, 2003 and 2002, the carrying amounts
            of cash, accounts receivable, notes receivable, accounts payable and
            accrued charges, and notes payable approximate their fair values due
            to the short-term maturities of these instruments.

      j)    Furniture and Equipment

            Furniture  and equipment is stated at cost.  Depreciation,  based on
            the  estimated  useful  lives of the assets,  is provided  using the
            undernoted annual rates and methods:

                   Furniture and equipment       20%       Declining balance

            Additions during the year are depreciated at half the normal rate.


                                      -9-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3. Summary of Significant Accounting Policies (cont'd)

      k)    Impairment of Long-Lived Assets

            In accordance  with SFAS No. 144,  "Accounting for the Impairment or
            Disposal of  Long-Lived  Assets",  long-lived  assets to be held and
            used are  analyzed  for  impairment  whenever  events or  changes in
            circumstances  indicate that the related carrying amounts may not be
            recoverable.  The  Company  evaluates  at each  balance  sheet  date
            whether  events  and  circumstances   have  occurred  that  indicate
            possible  impairment.  If there are  indications of impairment,  the
            Company uses future  undiscounted cash flows of the related asset or
            asset  grouping  over the  remaining  life in measuring  whether the
            assets  are  recoverable.  In the  event  such  cash  flows  are not
            expected to be sufficient to recover the recorded asset values,  the
            assets are written down to their  estimated  fair value.  Long-lived
            assets to be  disposed  of are  reported  at the  lower of  carrying
            amount or fair value of asset  less cost to sell.  As  described  in
            Note 2, the  long-lived  assets have been valued on a going  concern
            basis.  However,  substantial  doubt exists as to the ability of the
            Company  to  continue  as a going  concern.  If the  Company  ceases
            operations, the asset values may be materially impaired.

      l)    Income Taxes

            The  Company  accounts  for income  taxes  pursuant to SFAS No. 109,
            "Accounting  for Income Taxes".  Deferred tax assets and liabilities
            are recorded for differences between the financial statement and tax
            basis of the assets and  liabilities  that will result in taxable or
            deductible amounts in the future based on enacted tax laws and rates
            applicable to the periods in which the  differences  are expected to
            affect taxable income.  Valuation  allowances are  established  when
            necessary to reduce deferred tax assets to the amount expected to be
            realized.  Income tax expense is  recorded  for the amount of income
            tax payable or refundable  for the period  increased or decreased by
            the change in deferred tax assets and liabilities during the period.

      m)    Stock Based Compensation

            In  accordance   with  SFAS  No.  123  "Accounting  for  Stock-Based
            Compensation",  the Company enters into  transactions in which goods
            or  services  are the  consideration  received  for the  issuance of
            equity instruments. The value of these transactions are measured and
            accounted  for,  based on the fair  value of the  equity  instrument
            issued  or the value of the  services,  whichever  is more  reliably
            measurable.  The services  are expensed in the periods  during which
            the services are rendered.


                                      -10-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3. Summary of Significant Accounting Policies (cont'd)

      n)    Net Loss per Common Share

            The  Company  calculates  net loss per share  based on SFAS No. 128,
            "Earnings  Per Share".  Basic loss per share is computed by dividing
            the net loss attributable to the common stockholders by the weighted
            average number of common shares outstanding.  Fully diluted loss per
            share is  computed  similar to basic loss per share  except that the
            denominator is increased to include the number of additional  common
            shares  that would have been  outstanding  if the  potential  common
            shares had been  issued and if the  additional  common  shares  were
            dilutive.

            The common shares outstanding for 2002 have been calculated by using
            the number of shares issued by the legal parent for the reverse take
            over mentioned in Note 1.

      o)    Comprehensive Income

            The Company adopted SFAS No. 130, "Reporting  Comprehensive Income."
            SFAS No. 130 establishes standards for reporting and presentation of
            comprehensive  income and its  components in a full set of financial
            statements.  Comprehensive  income is presented in the statements of
            changes  in  stockholders'  equity,  and  consists  of net  loss and
            unrealized   gains   (losses)  on  available  for  sale   marketable
            securities;  foreign currency translation adjustments and changes in
            market  value of  future  contracts  that  qualify  as a hedge;  and
            negative equity  adjustments  recognized in accordance with SFAS 87.
            SFAS No. 130 requires only  additional  disclosures in the financial
            statements and does not affect the Company's  financial  position or
            results of operations.

      p)    Concentration of Credit Risk

            SFAS No. 105, "Disclosure of Information About Financial Instruments
            with   Off-Balance   Sheet  Risk  and  Financial   Instruments  with
            Concentration   of  Credit   Risk",   requires   disclosure  of  any
            significant  off-balance  sheet risk and credit risk  concentration.
            The  Company  does not have  significant  off-balance  sheet risk or
            credit   concentration.   The  Company  maintains  cash  with  major
            Australian financial institutions.

            The Company  provides  credit to its clients in the normal course of
            its operations. It carries out, on a continuing basis, credit checks
            on its clients and maintains provisions for contingent credit losses
            which,  once they  materialize,  are  consistent  with  management's
            forecasts.


                                      -11-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3. Summary of Significant Accounting Policies (cont'd)

      p)    Concentration of Credit Risk (cont'd)

            For other debts, the Company determines,  on a continuing basis, the
            probable  losses and sets up a  provision  for  losses  based on the
            estimated realizable value.

            Concentration of credit risk arises when a group of clients having a
            similar  characteristic  such  that  their  ability  to  meet  their
            obligations  is  expected  to be  affected  similarly  by changes in
            economic conditions.  The Company does not have any significant risk
            with respect to a single client.

      q)    Segment Reporting

            SFAS No.  131  "Disclosures  about  Segments  of an  Enterprise  and
            Related Information"  establishes  standards for the manner in which
            public  enterprises  report  segment   information  about  operating
            segments.  The Company has determined that its operations  primarily
            involve  three  reportable  segments  based on the  companies  being
            consolidated:  Maximum  Awards  Inc. - a consumer  rewards  program;
            Travel Easy Holidays Pty Ltd. - a travel agency; and Global Business
            Group Pty Ltd. - an online shopping business.

      r)    Recent Accounting Pronouncements

            In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46
            "Consolidation of Variable Interest  Entities,  an interpretation of
            ARB No. 51" ("FIN 46"). The FASB issued a revised FIN 46 in December
            2003 which  modifies and clarifies  various  aspects of the original
            interpretations.  A Variable Interest Entity ("VIE") is created when
            (i) the equity  investment  at risk is not  sufficient to permit the
            entity to finance its  activities  without  additional  subordinated
            financial  support from other parties or (ii) equity  holders either
            (a) lack  direct or  indirect  ability to make  decisions  about the
            entity,  (b) are not  obligated  to  absorb  expected  losses of the
            entity or (c) do not have the  right to  receive  expected  residual
            returns of the entity if they occur.  If an entity is deemed to be a
            VIE,  pursuant to FIN 46, an  enterprise  that absorbs a majority of
            the expected losses of the VIE is considered the primary beneficiary
            and must  consolidate  the VIE. For VIEs created  before January 31,
            2003,  FIN 46 was deferred to the end of the first interim or annual
            period  ending after March 15, 2004.  The adoption of FIN 46 did not
            have a  material  impact on the  financial  position  or  results of
            operations of the Company.


                                      -12-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3.       Summary of Significant Accounting Policies (cont'd)

      r)    Recent Accounting Pronouncements (cont'd)

            In May 2003,  the FASB  issued  Statement  of  Financial  Accounting
            Standards No. 150 "Accounting for Certain Financial Instruments With
            Characteristics  of Both  Liabilities  and Equity" ("SFAS No. 150").
            This  standard  requires  issuers to  classify  as  liabilities  the
            following three types of  freestanding  financial  instruments:  (1)
            mandatory  redeemable  financial  instruments,  (2)  obligations  to
            repurchase the issuer's  equity shares by transferring  assets;  and
            (3) certain  obligations to issue a variable  number of shares.  The
            Company adopted SFAS No. 150 effective July 1, 2003. The adoption of
            SFAS  No.  150 did  not  have a  material  impact  on the  financial
            position or results of operations of the Company.

            In December 2003, the SEC issued Staff  Accounting  Bulletin No. 104
            ("SAB  104"),   "Revenue  Recognition"  which  supersedes  SAB  101,
            "Revenue  Recognition  in Financial  Statements."  SAB 104's primary
            purpose is to rescind the accounting  guidance  contained in SAB 101
            related to multiple  element revenue  arrangements,  superseded as a
            result of the  issuance  of EITF  00-21.  The  Company  adopted  the
            provisions of this  statement and it did not have a material  impact
            on the financial position or results of the Company.

            In  December   2003,  a  revision  of  SFAS  No.  132,   "Employers'
            Disclosures about Pensions and Other  Post-retirement  Benefits" was
            issued,  revising  disclosures  about  pension  plans and other post
            retirements  benefits  plans and  requiring  additional  disclosures
            about the assets, obligations,  cash flows, and net periodic benefit
            cost of defined  benefit  pension  plans and other  defined  benefit
            post-retirement  plans.  The revision of SFAS No. 132 did not have a
            material impact on the Company's financial statements.

            In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
            amendment  of ARB No. 43,  Chapter  4".  This  statement  amends the
            guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing" to clarify
            the  accounting  for  abnormal  amounts  of idle  facility  expense,
            freight,  handling costs, and wasted material  (spoilage).  SFAS No.
            151  requires  that  those  items be  recognized  as  current-period
            charges.  In addition,  this statement  requires that  allocation of
            fixed production  overheads to costs of conversion be based upon the
            normal capacity of the production facilities. The provisions of SFAS
            No. 151 are effective for inventory  costs  incurred in fiscal years
            beginning  after June 15, 2005. The Company is currently  evaluating
            the impact of SFAS No. 151 on its financial statements.


                                      -13-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

3.       Summary of Significant Accounting Policies (cont'd)

      r)    Recent Accounting Pronouncements (cont'd)

            In  December  2004,  the FASB issued  SFAS No.  153,  "Exchanges  of
            Non-monetary  Assets,  an amendment of APB Opinion No. 29". SFAS No.
            153  replaces  the  exception  from fair  value  measurement  in APB
            Opinion  No. 29 for  non-monetary  exchanges  of similar  productive
            assets  with a general  exception  from fair value  measurement  for
            exchanges  of  non-monetary  assets  that  do  not  have  commercial
            substance.  A non-monetary  exchange has commercial substance if the
            future cash flows of the entity are expected to change significantly
            as a  result  of  the  exchange.  SFAS  No.  153  is to  be  applied
            prospectively,  and is effective for  non-monetary  asset  exchanges
            occurring in fiscal periods after the December 2004 issuance of SFAS
            No. 153. The Company does not believe the impact of adoption of SFAS
            No. 153 will be significant to the overall  results of operations or
            financial position.

            In  December  2004,  the FASB issued  SFAS No. 123  (revised  2004),
            "Share-Based  Payment" ("SFAS No. 123R"). SFAS No. 123R requires the
            Company  to  measure  the  cost of  employee  services  received  in
            exchange for an award of equity  instruments based on the grant-date
            fair  value of the  award.  The  cost of the  employee  services  is
            recognized  as  compensation  cost over the period  that an employee
            provides  service in exchange  for the award.  SFAS No. 123R will be
            effective January 1, 2006 for the Company and may be adopted using a
            modified  prospective  method or a  modified  retrospective  method.
            Although  the Company has not yet  completed an analysis to quantify
            the exact impact the new standard will have on its future  financial
            performance,  the  disclosures  in Note 6  provide  detail as to the
            Company's  financial  performance  as if the Company had applied the
            fair value-based method and recognition  provisions of SFAS No. 123R
            to  stock-based  employee  compensation  to  the  current  reporting
            periods.

4.    Furniture and Equipment

<TABLE>
<CAPTION>
                                                                           2004                               2003
                                                                    Accumulated                        Accumulated
                                                         Cost      Amortization             Cost      Amortization
                                                     -------------------------------------------------------------
<S>                                                  <C>                <C>              <C>               <C>
      Office furniture and equipment                 $ 10,138           $ 2,576          $ 6,393           $ 1,721
                                                     --------           -------          -------           -------

      Net carrying amount                                               $ 7,562                            $ 4,672
                                                                        -------                            -------
</TABLE>


                                      -14-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

5.    Notes Payable

                                                         2004              2003

      Notes payable to companies controlled by
         a director of the Company:

        Aussie Watchdog                              $     --           $   453

      Notes payable to directors of the Company:

        Maxwell Thomas                                 13,791             1,386
        Michael Sullivan                                7,349               457

      Notes payable to unrelated parties:

        A. & D. Bushell                                    --            19,359
        N. Bernhardt                                   37,850                --
        K. & L. Krueger                                 6,612             8,007
                                                     --------          --------

                                                     $ 65,602          $ 29,662
                                                     ========          ========

      The notes payable bear interest at 6%, are unsecured and have no specified
terms of repayment.

      The funds  received from these notes were utilized in the general  working
capital of the Company.

6.    Loans Payable

      The loans payable are  non-interest  bearing and have no specific terms of
repayment


                                      -15-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

7.    Capital Stock

<TABLE>
<S>                                                                             <C>          <C>
        Authorized
          100,000,000    Common shares, par value of $0.001 per share
           10,000,000    Preferred shares, Series "A", par value of $0.001
                         per share, non-participating, voting rights of
                         50 votes per share

                                                                                    2004         2003
        Issued
           25,150,700    Common shares (2003 -24,957,950)                       $ 25,151     $ 24,958
            1,000,000    Preferred shares, Series "A" (2002 - 1,000,000)           1,000        1,000
                                                                                --------     --------

                                                                                $ 26,151     $ 25,958
                                                                                ========     ========
</TABLE>

      On December 5, 2003, the board of directors  designated  1,000,000  Series
      "A"   preferred   shares.    The   Series   "A"   preferred   shares   are
      non-participating  but carry 50 votes per share at a general meeting.  The
      remaining 9,000,000 preferred shares have not as yet been designated.

      In June  2004,  the  Company  issued  115,000  common  shares  for cash of
      $55,000.

      In July 2004 the company issued 77,750 common shares for cash of $36,057.


                                      -16-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

8.    Segmented Information

<TABLE>
<CAPTION>
                                                3 Months      3 Months        9 Mths        9 Mths
                                                   ended         ended         ended         ended
                                                    Sept          Sept          Sept          Sept
                                                    2004          2003          2004          2003
                                                 -------------------------------------------------
<S>                                              <C>            <C>          <C>           <C>
      Revenues by Segment:

      Maximum Awards - rewards program             4,382        17,570         9,723        46,776
      Travel Easy - travel agency                 32,327        18,284        88,042        94,129
      Global Business - online shopping           20,110        46,332        83,554        46,332
                                                 -------        ------       -------       -------
      Consolidated revenues                       56,819        82,186       181,318       187,237
                                                 =======        ======       =======       =======

      Operating Earnings (Loss) by Segment:

      Maximum Awards - rewards program           (85,481)        9,684      (258,662)       (2,749)
      Travel Easy - travel agency                 16,802        (4,643)       (2,615)       15,595
      Global Business - online shopping              125        (6,436)      (12,128)       (6,436)
                                                 -------        ------       -------       -------
      Consolidated operating loss                (68,554)       (1,395)     (273,405)        6,410
                                                 =======        ======       =======       =======

      Total Assets by Segment:

      Maximum Awards - rewards program            17,638        18,992        17,638        18,992
      Travel Easy -Travel agency                  78,343        23,438        78,343        23,438
      Global Business - online shopping           11,091         2,112        11,091         2,112
                                                 -------        ------       -------       -------
      Total gross assets                         107,072        44,542       107,072        44,542
                                                 =======        ======       =======       =======

      Total Liabilities by Segment

      Maximum Awards - rewards program           183,940        39,098       183,940        39,098
      Travel Easy -Travel agency                  30,905         8,363        30,905         8,363
      Global Business - online shopping           23,411         7,257        23,411         7,257
                                                 -------        ------       -------       -------
      Total liabilities                          238,256        54,718       238,256        54,718
                                                 =======        ======       =======       =======
</TABLE>

      Geographical  information  is not presented as the Company's  consolidated
      operations occur in Australia.

      The Company did not earn any significant revenues from a single customer.


                                      -17-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

9.    Income Taxes

      The  Company   accounts  for  income  taxes  pursuant  to  SFAS  No.  109,
      "Accounting  for Income  Taxes".  This Standard  prescribes the use of the
      liability method whereby deferred tax asset and liability account balances
      are determined based on differences  between  financial  reporting and tax
      bases of assets and  liabilities  and are  measured  using the enacted tax
      rates.

      Under SFAS No. 109  income  taxes are  recognized  for the  following:  a)
      amount  of  tax  payable  for  the  current  year,  and  b)  deferred  tax
      liabilities  and assets for future tax  consequences  of events  that have
      been  recognized  differently  in the  financial  statements  than for tax
      purposes.

      The Company's current income taxes are as follows:

<TABLE>
<CAPTION>
                                                                      9 Months         Year
                                                                      June, 30      Dec 31,
                                                                          2004         2003
<S>                                                                   <C>          <C>
      Expected Income tax recovery at statutory tax rate of 34%       $(92,957)    $(32,252)
      Australian income taxes                                            4,478        3,417
      Valuation allowance                                               92,957       32,252
                                                                      --------     --------

      Current income taxes                                            $  4,478     $  3,417
                                                                      --------     --------
</TABLE>

      As of  December  31,  2003,  the Company  had a net  operating  loss carry
      forwards for income tax reporting purposes of approximately  $143,000 that
      may be offset against future taxable income indefinitely. Current tax laws
      limit the amount of loss  available to be offset  against  future  taxable
      income when a  substantial  change in ownership  occurs or a change in the
      nature of the business.  Therefore,  the amount available to offset future
      taxable  income may be limited.  No tax  benefit has been  reported in the
      financial  statements,  because  the  Company  believes  there is a 50% or
      greater  chance the  carryforwards  will expire unused.  Accordingly,  the
      potential tax benefits of the loss carryforwards are offset by a valuation
      allowance of the same amount.


                                      -18-
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2004 and December 31, 2003
(Unaudited)

10.   Related Party Transactions

      The following table summarizes the Company's  related party  transactions,
      that occurred in the normal course of operations for the period,  measured
      at the exchange amount:

                                                        December 31  December 31
                                                               2004         2003
                                                               ----         ----
      At the end of the year, the advances due to and
      (from) related entities are as follows:

        Included in Notes Payable - amounts due to
        directors of the Company                            $ 8,542      $ 2,296
                                                            -------      -------

11.   Supplemental Disclosure of Cash Flow Information:

                                                           9 Months     9 months
                                                              ended        ended
                                                            Sept 30      Sept 30
                                                               2004         2003
                                                               ----         ----
       Cash paid during the year for:

       Interest paid                                        $ 3,452      $    --
       Income taxes paid                                      4,478        3,356

      Supplemental Disclosure of Non-Cash Transactions:

       Foreign currency translation adjustment              $ 7,129      $ 4,627

12.   Subsequent Events

      The Company issued 353,950 common shares to seven investors during October
      2004 and November 2004. The shares were issued at $0.50 each.

13.   Restatement of Financial Statements

      The restated  Balance Sheet for the Year Ended December 31, 2003 should be
      read  in  conjunction  with  the  audited  Financial  Statements  for  the
      year-ended December 31, 2003.


                                      -19-
<PAGE>

ITEM 2.  MANAGAMENT DISCUSSION AND ANALYSIS

         The  company  was  incorporated  on March 7, 1995 under the name Rising
Fortune Incorporated.

         On  December  9, 2003,  the company  acquired  100% of the  outstanding
shares of  Maximum  Awards  Pty  Ltd.,   an  Australian  company  engaged in the
business of operating a consumer rewards program known as Maximum Awards.  Under
the Maximum Awards  program,  consumers  earn points by purchasing  products and
services  offered by the company and its program  partners.  Accumulated  points
then can be redeemed in order to acquire additional desired products or services
from the same list of such items  offered by the company.  The company  operates
its program in Australia and has done so since October 2002. In  anticipation of
this  transaction  the  company's  articles  of  incorporation  were  amended on
November 19, 2003 to change the name of the company to Maximum Awards, Inc.

         The  acquisition  of  Maximum Awards Pty Ltd  resulted  in  a change of
control of the company and was  accounted for as a  recapitalization  of Maximum
Awards Pty Limited.  The business of Maximum  Awards Pty Ltd is now the business
of the company.

On June 1, 2004, the company acquired 100% of the issued and outstanding  shares
of Travel Easy Holidays Pty Ltd ("Travel  Easy") and Global  Business  Group Pty
Ltd ("Global Business").  These corporations are involved in the travel industry
and mail order  industries  and were  acquired to add to the  company's  rewards
program  operations  by  providing  an  in-house  travel  agency  and a consumer
products retailer.

         Travel Easy is an Australian  proprietary limited  corporation.  Travel
Easy was  organized  under the law of the Province of  Queensland,  Australia on
July 19, 2002.  Travel Easy is engaged in the business of providing travel agent
services and its  operations  are located in the company's  offices in Brisbane,
Queensland,  Australia.  Prior  June 1, 2004,  Travel  Easy was owned by Maxwell
Thomas, the company's chief executive officer,  and Michael Sullivan, a director
of the company.  Mr. Thomas owned 60% of Travel Easy and Mr. Sullivan owned 40%.
Under terms of the acquisition agreement between the company and Mr. Thomas, the
company  acquired  Travel  Easy  for  $1.00  Australian.  Travel  Easy  now is a
wholly-owned subsidiary of the company.

Global Business also is an Australian  proprietary limited  corporation.  Global
Business was organized under the law of the Province of Queensland, Australia in
June 2003.  Global Business does business under the name Easy Shopper Direct and
is engaged in the  business  of  selling  consumer  goods  on-line  and  through
published  catalogs and its operations  are located in the company's  offices in
Brisbane,  Queensland,  Australia.  Prior to June 1, 2004,  Global  Business was
owned by Maxwell  Thomas,  the company's chief  executive  officer,  and Michael
Sullivan, a director of the company. Mr. Thomas owned 60% of Global Business and
Mr.  Sullivan owned 40%. Under terms of the  acquisition  agreement  between the
company  and  Mr.  Thomas,  the  company  acquired  Global  Business  for  $1.00
Australian. Global Business now is a wholly-owned subsidiary of the company.

Because  both Travel Easy and Global  Business  were  acquisitions  under common
control,  the financial  statements have been prepared by including the accounts
of both Travel Easy and Global  Business  and have been  accounted as a business
combination. The financial statements,  including the comparatives,  reflect the
accounts of Maximum Awards, Travel Easy and Global Business.


                                      -20-
<PAGE>

         Results for the three months ended September 30, 2004.

         Revenues  for the three months ended  September  30, 2004  decreased by
$25,367 from $82,186 for the three  months ended  September  30, 2003 to $56,819
for the three  months  ended  September  30,  2004.  The  decrease  was due to a
decrease  in rewards  membership  income of  $13,188,  and a decrease  in online
shopping sales of $26,222 offset by an increase in travel income of $14,043. The
reduced membership revenue is a result of a strategy change by the company where
it will no  longer  charge  members  an  annual  membership  fee.  Travel  sales
increased due to additional  promotion  events,  while online  shopping  revenue
decreased due to reduced promotion activity.

         Cost of sales of Global Business increased from 66.5 % of sales for the
three  months ended  September  30, 2003 to 90.2 % of sales for the three months
ended September 30, 2004. This resulted in a decrease of gross profit of $13,532
from $15,507 for the quarter  September 30, 2004 to $1,975 for the quarter ended
September 30, 2003.

         Overhead  costs for the quarter  increased  by $54,527 from $52,756 for
the quarter  September 30, 2003 to $107,283 for the quarter ended  September 30,
2004. General and administration costs increased $24,233, legal and professional
fees  increased by $15,000,  advertising  costs  increased by $16,661,  Salaries
increased by $509 and premises costs reduced by $1,876. The increase in costs is
attributed  to costs  associated  with  positioning  the  companies  for  future
expansion  and  the  regulatory  costs   associated  with  Securities   Exchange
Commission filings.

         We  incurred  a net loss of  $68,554  or  $(0.003)  per share  based on
25,058,283  weighted average shares  outstanding for the quarter ended September
30, 2004  compared to a loss of $1,395 or $(0.011) per share based on 24,200,000
weighted average shares outstanding for the quarter ended September 30, 2003.

         Results for the nine months ended September 30, 2004.

         Revenues  for the nine months  ended  September  30, 2004  decreased by
$5,919 from  $187,237 for the nine months ended  September  30, 2003 to $181,318
for the nine months ended September 30, 2004. The decrease was due to a decrease
in  membership  revenue in the  rewards  program of  $37,053,  and a decrease in
Travel sales of $6,087 offset by increased  sales by Global Business of $37,223.
The increase in Global  Business  income was a result of Global only  commencing
operations in July 2002.

         Cost of sales of Global  Business  decreased  marginally from 66.5 % of
sales for the nine months  ended  September  30, 2003 to 66.1 % of sales for the
nine months ended  September 30, 2004.  Gross profit  increased from $28,293 for
the nine months  ended  September  30, 2004 to $15,507 for the nine months ended
September 30, 2003. The increase was due to increased sales.

         Overhead costs for the nine months  increased by $248,338 from $146,646
for the nine months  September  30, 2003 to $394,984  for the nine months  ended
September 30, 2004.  General and administration  costs increased $56,931,  legal
and  professional  fees  increased by $98,073,  advertising  costs  increased by
$33,640,  Salaries increased by $43,224 and premises costs increased by $16,470.
The  increase  in costs is mainly  attributed  to costs  associated  with Global
Marketing  which  commenced  operations in June 2003 and legal and  professional
fees incurred in complying with Securities Exchange Commission filings.


                                      -21-
<PAGE>

         We incurred a net loss for the nine months ended  September 30, 2004 of
$273,405  or $(0.011)  per share based on  25,001,045  weighted  average  shares
outstanding  for the quarter  ended  September  30,  2004  compared to profit of
$6,410 or  $(0.001)  per  share  based on  24,200,000  weighted  average  shares
outstanding for the quarter ended September 30, 2003.

         Through  the nine  months  ended  September  30, 2004 we have relied on
advances  of  approximately  $91,486  from our  principal  note  holders,  trade
payables of approximately  $59,565,  proceeds of $91,057 from the sale of common
stock to support our  operations.  As of  September  30,  2004,  the Company had
approximately  $21,101 of its own cash and cash equivalents and $3,431 cash held
in escrow for unredeemed points. Operations for the three months ended September
30, 2004 have been  financed  through the issue of common  stock for proceeds of
$36,057,  and an in increase in payables of $32,904.  We plan to seek additional
equity or debt  financing  of up to $3  million  which we plan to use to use for
working  capital and to implement a marketing  program to increase  awareness of
our business and to expand our operations into the US market.

         The company  anticipates that this expansion will be funded principally
through the  issuance  of equity or debt  securities  or by entering  into other
financial  arrangements,   including  relationships  with  corporate  and  other
partners,   in  order  to  raise  additional  capital.   Depending  upon  market
conditions,  the company may not be successful in raising sufficient  additional
capital for it to achieve its business objectives.  In such event, the business,
prospects,  financial  condition,  and results of operations could be materially
adversely affected.

         If the company is successful in raising  capital,  the company plans to
enter the United States market in 2005,  using the same technology and format as
that used in Australia. The company plans to set up an office and call center in
an as yet to be  determined  location,  and  plans to  duplicate  the  structure
already in place in Australia. Initial expenses for the United States operations
will include:  leasing suitable  facilities in the United States;  purchasing or
leasing sufficient operating  equipment,  primarily computers and phone systems;
hiring  sufficient  staff  for  the  company's  United  States  operations;  and
producing sufficient  promotional  materials.  The company has budgeted to spend
$2.5 million dollars in developing the United States market.

         There is no guarantee  that the company will be successful in expanding
its operations to  non-Australian  markets or that if it does that its marketing
and sales endeavors outside Australia will be successful.

         The company's operations in Brisbane,  Queensland,  Australia currently
employs  approximately  6 people.  The  number of  employees  in  Australia  may
increase  though  2004 if the  company is able to increase  its  operations  and
expand its customer base. If the company is successful in raising  capital,  the
company  plans to spend an  additional  $200,000  during  the next 12  months in
expanding its Australian customer base, establishing new merchants and expanding
its product base.  Specifically,  such spending  shall  include  advertising  in
media,  both print and  electronic,  direct mail  marketing and consumer  member
promotions.

         In order to meet its cash requirements for the next twelve months,  the
company plans to raise capital  through  private  placements and through working
capital generated from operation


                                      -22-
<PAGE>

         We expect to purchase  approximately  $300,000 in equipment in the next
two years to be in our call center operations..

Item 3. Controls and Procedures.

(a)  Disclosure  controls  and  procedures  . Within 90 days before  filing this
report,  the Company  evaluated the effectiveness of the design and operation of
its disclosure  controls and procedures.  The Company's  disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the  Securities and
Exchange  Commission.  Maxwell Thomas, the Company's Chief Executive Officer and
Michael Sullivan,  its Chief Financial  Officer,  supervised and participated in
this evaluation. Based on this evaluation, Messrs. Thomas and Sullivan concluded
that, as of the date of their evaluation,  the Company's disclosure controls and
procedures  were  effective.  (b)  Internal  controls.  Since  the  date  of the
evaluation  described above, there have not been any significant  changes in the
Company's  internal   accounting   controls  or  in  other  factors  that  could
significantly affect those controls.

                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On  November 3, 2003,  the  Company  issued  425,000  shares of common  stock as
compensation for legal and consulting  services rendered valued at $42,500.  The
issuance of these  shares were made in reliance  upon an  exemption  pursuant to
Section 4(2) of the Act.


                                      -23-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are
listed below:

32.1  Certification   of  Maxwell   Thomas   pursuant  to  Section  906  of  the
      Sarbanes-Oxley Act of 2002.

32.2  Certification  of  Michael  Sullivan   pursuant  to  Section  906  of  the
      Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K:  No  reports on Form 8-K were filed  during the period
covered by this Form 10Q-SB.


                                      -24-
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 22nd day of July, 2005.

                                                Maximum Awards Inc

                                                /s/ Maxwell Thomas
                                                -------------------------------
                                                Maxwell Thomas
                                                Chief Executive Officer and
                                                Chief Financial Officer


                                      -25-