UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
  QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT REPORTING
                                  REQUIREMENTS

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
       OF 1934 for the quarterly period ended September 30, 2005

                          Commission File No. 000-50621


                              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)

                                  617 33193110
               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 30,531,900  shares of common stock and 1,000,000  series "A" preferred
stock outstanding, as of November 1, 2005.

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS






                              MAXIMUM AWARDS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005
                             AND SEPTEMBER 30, 2004

                                    UNAUDITED




                                    CONTENTS

Report of Independent Registered Public Accounting Firm                        1

Interim Consolidated Balance Sheets                                            2

Interim Consolidated Statements of Operations                                  3

Interim Consolidated Statements of Cash Flows                                  4

Notes to Interim Consolidated Financial Statements                        5 - 18

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
MAXIMUM AWARDS, INC.

         We have reviewed the accompanying  interim  consolidated balance sheets
of MAXIMUM AWARDS,  INC., as at September 30, 2005 and the related  consolidated
statements  of  operations  for the three  month and nine  month  periods  ended
September  30, 2005 and 2004 and the  interim  consolidated  statements  of cash
flows for the three and nine month  periods  ended  September 30, 2005 and 2004.
These interim  consolidated  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 interim consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States.

         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, 2004 and 2003, and the
related   consolidated   statements  of  operations  and   comprehensive   loss,
stockholders'  equity  (deficit),  and cash  flows for the years then ended [not
presented  herein],  and in our  report  dated  July  7,  2005 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, 2004, is fairly stated,  in all material  respects,  in relation to
the consolidated balance sheet from which it has been derived.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
financial statements,  the Company experienced operating losses since inception,
has  raised  minimal  capital  and has no  long-term  contracts  related  to its
business  plans.  These  factors  raise  substantial  doubt about the  Company's
ability to continue  as a going  concern.  Management's  plans  regarding  these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                                "SF PARTNERSHIP, LLP"


TORONTO, CANADA                                 CHARTERED ACCOUNTANTS
November 12, 2005

                                     - 1 -
<PAGE>

MAXIMUM AWARDS, INC.
Interim Consolidated Balance Sheets
September 30, 2005 and December 31, 2004


<TABLE>
<CAPTION>
                                                                 2005             2004

                                                          (Unaudited)      (Unaudited)

                                        ASSETS

<S>                                                       <C>              <C>
CURRENT
    Cash                                                  $   136,020      $    14,160
    Cash held in Escrow (note 4)                                  250            1,729
    Accounts receivable                                        91,412           96,769
    Inventory                                                  12,108            5,192
    Prepaid and sundry assets                                      --           12,051
                                                          ----------------------------

TOTAL CURRENT ASSETS                                          239,790          129,901

FURNITURE AND EQUIPMENT (note 5)                               16,544           10,886
                                                          ----------------------------

TOTAL ASSETS                                              $   256,334      $   140,787
                                                          ============================

                                      LIABILITIES

CURRENT
    Accounts payable and accrued charges                  $   315,949      $   236,666
    Notes payable (note 6)                                      3,206            5,575
    Liability for unredeemed points                               250            1,729
    Advances from directors (note 7)                          162,213           26,149
                                                          ----------------------------

TOTAL CURRENT LIABILITIES                                     481,618          270,119
                                                          ----------------------------

TOTAL LIABILITIES                                             481,618          270,119
                                                          ----------------------------

                                 STOCKHOLDERS' DEFICIT

CAPITAL STOCK (note 8)                                         30,031           26,527

ADDITIONAL PAID-IN CAPITAL                                    857,871          508,876

ACCUMULATED OTHER COMPREHENSIVE LOSS                          (29,851)         (55,745)

ACCUMULATED DEFICIT                                        (1,083,335)        (608,990)
                                                          ----------------------------

TOTAL STOCKHOLDERS' (DEFICIT) EQUITY                         (225,284)        (129,332)
                                                          ----------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY      $   256,334      $   141,787
                                                          ============================
</TABLE>



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

                                     - 2 -
<PAGE>

MAXIMUM AWARDS, INC.
Interim Consolidated Statements of Operations
Three & Nine Months Ended September 30, 2005 and September 30, 2004


<TABLE>
<CAPTION>
                                                  THREE             THREE              NINE              NINE
                                                 MONTHS            MONTHS            MONTHS            MONTHS
                                              SEPTEMBER         SEPTEMBER         SEPTEMBER         SEPTEMBER
                                               30, 2005          30, 2004          30, 2005          30, 2004

                                            (Unaudited)       (Unaudited)       (Unaudited)       (Unaudited)

<S>                                        <C>               <C>               <C>               <C>
REVENUE                                    $     57,973      $     56,819      $    197,752      $    181,318

COST OF SALES                                    30,811            18,135            86,583            55,261
                                           ------------      ------------      ------------      ------------

GROSS PROFIT                                     27,162            38,684           111,169           126,057
                                           ------------      ------------      ------------      ------------

EXPENSES
  General and administrative                    189,215            91,329           508,665           292,604
  Legal and professional fees                    52,509            15,000            72,509            98,073
  Interest                                          637               644             1,777             3,452
  Amortization                                      604               310             2,563               855
                                           ------------      ------------      ------------      ------------

                                                242,965           107,283           585,514           394,984
                                           ------------      ------------      ------------      ------------

OPERATING LOSS                                 (215,803)          (68,599)         (474,345)         (268,927)

  Provision for income taxes                         --                --                --             4,478
                                           ------------      ------------      ------------      ------------

NET LOSS                                       (215,803)          (68,599)         (474,345)         (273,405)

FOREIGN CURRENCY TRANSLATION
  ADJUSTMENT                                     24,437             5,770            25,894             8,048
                                           ------------      ------------      ------------      ------------

COMPREHENSIVE LOSS                         $   (191,366)     $    (62,829)     $   (448,451)     $   (265,357)
                                           ============      ============      ============      ============

BASIC AND FULLY DILUTED LOSS PER SHARE           $0.008           $(0.003)           $0.018            $0.011
                                           ============      ============      ============      ============

  BASIC AND FULLY DILUTED WEIGHTED
    AVERAGE NUMBER OF SHARES                 26,311,000        25,058,283        25,717,000        25,001,005
                                           ============      ============      ============      ============
</TABLE>



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

                                        - 3 -
<PAGE>

MAXIMUM AWARDS, INC.
Interim Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2005 and September 30, 2004


<TABLE>
<CAPTION>
                                                                  SEPT 30,      Sept 30,
                                                                     2005           2004

                                                              (Unaudited)    (Unaudited)

<S>                                                             <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
    Net (loss)                                                  $(474,345)     $(273,405)
    Adjustments to reconcile net (loss) income to
      net cash used in operating activities
       Amortization                                                 2,563            855
       Accounts receivable                                          5,357        (17,289)
       Inventory                                                   (6,916)            --
       Prepaid and sundry assets                                   12,051         50,906
       Liability for unredeemed points                             (1,479)         1,968
       Accounts payable and accrued charges                        79,283         59,565
       Deferred membership fee income                                  --         (1,518)
                                                                ------------------------

    Net cash from (used in) operating activities                 (383,486)      (178,918)
                                                                ------------------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
       Purchase of equipment                                       (8,221)        (5,170)
                                                                ------------------------

    Net cash from (used in) investing activities                   (8,221)        (5,170)
                                                                ------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
       Notes payable                                               (2,369)        26,315
       Loans payable                                                   --         66,818
       Advances from directors                                    136,064             --
       Proceeds from issuance of capital stock                    352,499         91,057
                                                                ------------------------

    Net cash from (used in) financing activities                  486,194        184,190
                                                                ------------------------

NET INCREASE (DECREASE) IN CASH                                    94,487            102

FOREIGN EXCHANGE ON CASH BALANCES                                  25,894          7,129

CASH - BEGINNING OF PERIOD                                         15,889         17,301
                                                                ------------------------

CASH - END OF PERIOD                                            $ 136,270      $  24,532
                                                                ========================

CASH                                                            $ 136,020      $  21,101
CASH HELD IN ESCROW                                                   250          3,431
                                                                ------------------------

TOTAL CASH                                                      $ 136,270      $  24,532
                                                                ========================
</TABLE>



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

                                        - 4 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
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 Ltd., 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 Ltd.
      controls 96% of the Company.  While the Company is the legal parent,  as a
      result of the reverse takeover,  Maximum Awards Pty Ltd. 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  Company  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 then can
      be redeemed 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 Interim Consolidated Financial Statements
September 30, 2005
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.  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
      cash flow to sustain operations.

      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

            The  accompanying   unaudited   condensed   consolidated   financial
            statements   have  been  prepared  in  accordance   with  accounting
            principles  generally  accepted in the United  States of America for
            interim  financial  information  and with the  instructions  to Form
            10-QSB. Accordingly,  they do not include all of the information and
            footnotes  required by accounting  principles  generally accepted in
            the United States of America for complete financial  statements.  In
            the opinion of  management,  all  adjustments  (consisting of normal
            recurring  accruals)  considered  necessary for a fair  presentation
            have been included.  Interim results are not necessarily  indicative
            of the results that may be expected for a full year. These financial
            statements   should  be  read  in   conjunction   with  the  audited
            consolidated  financial statements and notes thereto included in the
            Company's  Annual  Report to  Stockholders  on Form  10-KSB  for the
            fiscal year ended  December 31, 2004,  as filed with the  Securities
            and Exchange Commission.

                                        - 6 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      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 Ltd. and the Company  brought forward at their
            historical  basis. The intention of the management of Maximum Awards
            Pty Ltd. was to acquire the Company as a shell  company to be listed
            on the OTC Bulletin  Board.  Management has not pursued the business
            of  the  Company.  As  such,   accounting  for  the  merger  as  the
            recapitalization of the Company is deemed appropriate.

            These  interim   consolidated   financial   statements  include  the
            financial  position and results of operations of Global Business and
            Travel Easy.

            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.

                                     - 7 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      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.  During
            the year the Company ceased the membership fee program.

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

            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 meets 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.

                                     - 8 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

            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.

      g)    Foreign Currency Translation

            The Company  accounts for foreign currency  translation  pursuant to
            Statement  of  Financial   Accounting  Standards  ("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.

      h)    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 June 30, 2004,  the carrying  amounts of cash,
            accounts  receivable,   accounts  payable,  accrued  charges,  notes
            payable and advances from directors,  approximate  their fair values
            due to the short-term maturities of these instruments.

      i)    Furniture and Equipment

            Furniture and equipment are 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
                   Computer software                  20%      Declining balance

                                     - 9 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      j)    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

      k)    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.

      l)    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 Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      m)    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.

      n)    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'  (deficit) 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.

      o)    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.

            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.

                                     - 11 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      p)    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.

      q)    Recent Accounting Pronouncements

            In December 2004, the FASB issued a revision to SFAS No. 123, "Share
            Based Payment".  This Statement  requires a public entity 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
            (with limited  exceptions).  That cost will be  recognized  over the
            period  during which the employee is required to provide  service in
            exchange for the award requisite service period (usually the vesting
            period).  No compensation cost is recognized for equity  instruments
            for which  employees do not render the requisite  service.  Employee
            share purchase plans will not result in recognition of  compensation
            cost if certain  conditions are met;  those  conditions are much the
            same as the related  conditions in Statement  123. This Statement is
            effective for public  entities that do not file as a small  business
            issuers as of the beginning of the first interim or annual reporting
            period that begins after June 15, 2005.  This  Statement  applies to
            all awards  granted after the required  effective date and to awards
            modified,  repurchased, or cancelled after that date. The cumulative
            effect of initially  applying this Statement,  if any, is recognized
            as of the  required  effective  date and is not  expected  to have a
            material impact on the Company's consolidated financial statements.

            In March  2005,  the FASB  issued  FASB Staff  Position  ("FSP") No.
            46(R)-5,  "Implicit Variable Interests under FASB Interpretation No.
            ("FIN")  46  (revised  December  2003),  Consolidation  of  Variable
            Interest  Entities"  ("FSP  FIN  46R-5").  FSP  FIN  46R-5  provides
            guidance for a reporting  enterprise on whether it holds an implicit
            variable   interest  in  Variable   Interest  Entities  ("VIEs")  or
            potential VIEs when specific conditions exist. This FSP is effective
            in the first period beginning after March 3, 2005 in accordance with
            the transition  provisions of FIN 46 (Revised 2003),  "Consolidation
            of Variable  Interest  Entities -- an  Interpretation  of Accounting
            Research  Bulletin No. 51" ("FIN 46R").  The Company has  determined
            that the  adoption  of FSP FIN 46R-5  will not have an impact on its
            results of operations and financial position.

                                     - 12 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2005
Unaudited




4.    CONSUMER REWARD POINTS PROGRAM

      The Company  operated a consumer reward  program,  as described in Note 1,
      whereby,  consumers  earn points by  purchasing  goods and  services  with
      various  vendors,  whom are registered  with the program.  When a consumer
      purchases  a good or  service,  the  vendor  remits a cash  amount for the
      amount of points earned by the consumer to a trustee.  The trustee  remits
      to the Company its portion of commission  revenue and the balance of funds
      remain in a bank account  managed by the trustee on behalf of the Company.
      The  Company  disclosed  this  cash  amount  in  current  assets,   and  a
      corresponding liability,  being the underlying value of unredeemed points,
      as a current  liability.  As at  September  30, 2005 the trustee held $250
      (December 2004 - $1,729) in cash.


5.    FURNITURE AND EQUIPMENT

<TABLE>
<CAPTION>
                                                  SEPTEMBER 30,                  December 31,
                                                           2005                          2004
                                                    ACCUMULATED                   Accumulated
                                            COST   AMORTIZATION           Cost   Amortization
                                         ----------------------------------------------------

      <S>                                <C>            <C>            <C>            <C>
      Office furniture and equipment     $20,105        $ 4,027        $11,906        $ 1,524
      Computer software                      719            253            737            233
                                         ----------------------------------------------------

                                         $20,824        $ 4,280        $12,643        $ 1,757
                                         ----------------------------------------------------

      Net carrying amount                               $16,544                       $10,886
                                                        =======                       -------
</TABLE>


6.    NOTES PAYABLE

      The notes are non-interest  bearing,  unsecured and have no specific terms
      of repayment.


7.    ADVANCES FROM DIRECTORS

      The  advances are  non-interest  bearing,  unsecured  and have no specific
      terms of repayment.

                                     - 13 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2005
Unaudited




8.    CAPITAL STOCK

<TABLE>
<CAPTION>
        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


                                                                                  SEPTEMBER 30,        December 30,
                                                                                           2005                2004

<S>                        <C>                                                         <C>                 <C>
        Issued
             29,031,900    Common shares (December 31, 2004 -
                           25,526,900)                                                 $ 29,031            $ 25,527
              1,000,000    Preferred shares, Series "A" (December 31,
                           2004 - 1,000,000)                                              1,000               1,000
                                                                                       ----------------------------

                                                                                       $ 30,031            $ 26,527
                                                                                       ============================
</TABLE>


      The following transactions occurred during the 2004:

      a) On March 28, 2004 the Company  issued  115,000 common shares for a cash
      consideration of $55,000.

      b) On October 31, 2004 the Company issued 198,200 common shares for a cash
      consideration of $99,100.

      c) On November 10, 2004 the Company issued 77,750 common shares for a cash
      consideration of $36,055

      d) On November 23, 2004 the Company  issued  100,000  common  shares for a
      cash consideration of $50,000.

      e) On December 27, 2004 the Company  issued  100,000  common  shares for a
      cash consideration of $50,000.

      f) The Company cancelled 22,000 common shares.

      On June 26,  2005,  the  Company  issued  5,000  common  shares for a cash
      consideration  of $2,500;  and, on September 10, 2005,  the Company issued
      3,500,000 common shares for a cash consideration of $350,000.

                                     - 14 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2005
Unaudited




9.    SEGMENTED INFORMATION

<TABLE>
<CAPTION>
                                                        THREE         THREE          NINE         NINE
                                                       MONTHS        MONTHS        MONTHS       MONTHS
                                                         SEPT          SEPT          SEPT         SEPT
                                                         2005          2004          2005         2004
                                                    --------------------------------------------------

      <S>                                            <C>            <C>          <C>          <C>
      Revenues by Segment:

      Maximum Awards - rewards program                  3,011         4,382        12,148        9,723
      Travel Easy - travel agency                      24,815        32,327        93,422       88,042
      Global Business - online shopping                30,147        20,110        92,182       83,553
                                                    --------------------------------------------------
      Consolidated revenues                            57,973        56,819       197,752      181,318
                                                    ==================================================

      Operating Earnings (Loss) by Segment:

      Maximum Awards - rewards program               (165,968)      (85,537)     (387,363)    (258,662)
      Travel Easy - travel agency                     (49,416)       16,802       (86,471)      (2,615)
      Global Business - online shopping                   419           136          (511)     (12,128)
                                                    --------------------------------------------------
      Consolidated operating loss                    (215,803)      (68,599)     (474,345)    (273,405)
                                                    ==================================================

      Total Assets by Segment:

                                                                                SEPTEMBER    SEPTEMBER
                                                                                     2005         2004

      Maximum Awards - rewards program                                            141,396       17,638
      Travel Easy -Travel agency                                                   85,030       78,343
      Global Business - online shopping                                            29,908       11,091
                                                                                ----------------------
      Total gross assets                                                          256,334      107,072
                                                                                ======================

      Total Liabilities by Segment

      Maximum Awards - rewards program                                            363,775      117,122
      Travel Easy -Travel agency                                                   96,321       30,905
      Global Business - online shopping                                            21,522       23,411
                                                                                ----------------------
      Total liabilities                                                           481,618      171,438
                                                                                ======================
</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.

                                     - 15 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2005
Unaudited




10.   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>
                                                                         NINE MONTHS        Nine Months
                                                                            SEPT 30,           Sept 30,
                                                                                2005               2004
      <S>                                                                 <C>                <C>
      Expected Income tax recovery at statutory tax rate
        of 34%                                                            $ (161,388)        $  (92,957)
      Australian income taxes                                                     --              4,478
      Valuation allowance                                                    161,388             92,957
                                                                          -----------------------------

      Current income taxes                                                $       --         $    4,478
                                                                          =============================

      The Company has deferred income tax assets as follows:

                                                                            SEPT 30,       December 31,
                                                                                2005               2004

      Deferred income tax assets                                          $  367,924         $  186,320
      Valuation allowance                                                   (367,924)          (186,320)
                                                                          -----------------------------

                                                                          $       --         $       --
                                                                          =============================
</TABLE>


      As of  September  30,  2005,  the Company had a net  operating  loss carry
      forwards for income tax  reporting  purposes of  approximately  $1,083,000
      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.

                                     - 16 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2005
Unaudited




11.   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:

<TABLE>
<CAPTION>
                                                                                2005               2004

      <S>                                                                 <C>                <C>
      At the end of the year,  the advances due to and (from)
      related  entities are as follows:

        Included in Advances from directors - amounts due
        to directors of the Company                                       $  162,213         $    2,296
                                                                          -----------------------------
</TABLE>


12.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                                         NINE MONTHS        Nine months
                                                                       SEPTEMBER 30,      September 30,
                                                                                2005               2004

        <S>                                                               <C>                <C>
        Cash paid during the period for:

        Interest paid                                                     $    1,777         $    3,452
                                                                          ----------         ----------
        Income taxes paid                                                         --              4,478
                                                                          ----------         ----------
</TABLE>


13.   COMMITMENTS AND CONTINGENCIES

      The Company is committed to a lease obligation  expiring in December 2006.
      Future minimum  payments  (exclusive of taxes,  insurance and  maintenance
      costs) under these leases are as follows:


                      2005                         $ 10,005
                      2006                           40,021
                                                   --------

                                                   $ 50,026
                                                   ========


14.   COMPARATIVE INFORMATION

      Certain of the prior year  balances have been  reclassified  to conform to
      the current period's financial statement presentation.

                                     - 17 -
<PAGE>

MAXIMUM AWARDS, INC.
Notes to Consolidated Financial Statements
September 30, 2005
Unaudited




15.   SUBSEQUENT EVENTS

      In  October  2005,  the  Company  offered  1,750,000  common  shares at an
      offering price of $0.10 per share to a group of investors. Such shares are
      issued in reliance on the exemption from registration contained in Section
      4(2) of the  Securities  Act of  1933,  as  amended,  and the  certificate
      representing  such  shares  bears  a  restrictive  legend  reflecting  the
      limitations  on future  transfer of those  shares.  All  shareholders  are
      "accredited  investors" as that term is defined in the  Securities  Act of
      1933 and the rules promulgated by the Securities and Exchange Commission.

                                     - 18 -
<PAGE>

ITEM 2.  MANAGAMENT DISCUSSION AND ANALYSIS

         The  Company  was  incorporated  on March 7, 1995 under the name Rising
Fortune Incorporated. The Company is a Nevada corporation.

         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. 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.
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.

         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,

                                     - 19 -
<PAGE>

including the comparatives,  reflect the accounts of Maximum Awards, Travel Easy
and Global Business.

RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005.

         Revenues  for the three months ended  September  30, 2005  increased by
$1,154 from $56,819 for the three months ended September 30, 2004 to $57,973 for
the three months ended  September 30, 2005.  The increase was due to an increase
in online  shopping of $10,037  offset by a decrease in travel  income of $7,512
and a decrease  in reward  program  income of  $1,371.  The  increase  in online
shopping  income  was a result  of  promotions  with  bank  partners,  while the
decrease in travel income was the result of reduced  advertising  promotions due
to financial  limitations.  The  reduction in the rewards  program  income was a
result of the Company no longer charging a membership fee.

         Cost of sales  increased from 31.9% of sales for the three months ended
September  30, 2004 to 53.1% of sales for the three months ended  September  30,
2005.  Gross  profit was reduced by $11,522  from  $38,684 for the three  months
ended  September  30, 2004 to $27,162 for the three months ended  September  30,
2005. The reduction was due to decreased sales and a reduced gross margin due to
promotions.

         Overhead costs for the quarter  increased by $135,727 from $107,238 for
the quarter  September 30, 2004 to $242,965 for the quarter ended  September 30,
2005.  General and  administration  costs increased by $70,695 due to the use of
contract  consultants in Travel Easy. Legal and  professional  fees increased by
$37,509 due to company filing costs.  Advertising  costs were reduced by $15,616
due to cash  limitations.  Salaries  increased by $46,128 mainly due to salaries
which were not previously paid. Premises costs were reduced by $2,989.

         The Company  incurred a net loss of $215,803 or $(0.01) per share based
on  26,311,000  weighted  average  shares  outstanding  for  the  quarter  ended
September  30, 2005  compared to a loss of $68,554 or $(0.00) per share based on
25,058,000  weighted average shares  outstanding for the quarter ended September
30, 2004.

RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005.

         Revenues  for the nine months  ended  September  30, 2005  increased by
$16,434 from  $181,318 for the nine months ended  September 30, 2004 to $197,752
for the nine  months  ended  September  30,  2005.  The  increase  was due to an
increase in travel  income of $5,380,  an increase in reward  program  income of
$8,629 and an  increase  in online  shopping  of  $8,629.  The  increase  in all
sections of operations  was a result of improved  travel market  conditions  and
bank promotions.

         Cost of sales  increased  from 30.4% of sales for the nine months ended
September  30, 2004 to 43.7% of sales for the nine months  ended  September  30,
2005.  Gross  profit was reduced by $14,888  from  $126,057  for the nine months
ended  September  30, 2004 to $111,169 for the nine months ended  September  30,
2005.  The reduction was due to a reduced gross margin  because of promotions in
the online shopping company.

         Overhead costs for the nine months  increased by $190,530 from $394,984
for the nine months  ended  September  30, 2004 to $585,514  for the nine months
ended September 30, 2005.

                                     - 20 -
<PAGE>

General and  administration  costs increased by $93,882 mainly due to the use of
contract  consultants in Travel Easy. Legal and  professional  fees decreased by
$8,571 due to Company filing costs.  Advertising  costs decreased by $26,029 due
to cash constraints. Salaries increased by $134,993 mainly due to salaries which
were not paid in 2004.  Premises  costs were  reduced  by  $4,935.  Depreciation
increased by $1,950 due to fixed assets additions,  while interest expenses were
reduced by $760 due to a reduction in notes payable.

         The Company  incurred a net loss of $474,345 or $(0.01) per share based
on 25,717,000  weighted  average  shares  outstanding  for the nine months ended
September  30, 2005 compared to a loss of $273,405 or $(0.01) per share based on
25,001,000  weighted  average  shares  outstanding  for the  nine  months  ended
September 30,2004.

         Through  the nine  months  ended  September  30, 2005 we have relied on
advances of  approximately  $133,695  from our  principal  note  holders,  trade
payables of  approximately  $79,284,  and proceeds of $352,500  from the sale of
common stock to support our  operations.  As of September 30, 2005,  the Company
had  approximately  $136,020 of its own cash and cash  equivalents and $250 cash
held in escrow for unredeemed  points. We plan to seek additional equity or debt
financing  of up to $3 million  which we plan to use for working  capital and to
implement  a marketing  program to increase  awareness  of our  business  and to
expand our operations into the U.S. 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  towards  the  middle of 2006,  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  eight  people.  The number of employees in Australia may
increase  through  2005 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 twelve 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.

                                     - 21 -
<PAGE>

         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 operations.

         The Company expects to purchase  approximately $300,000 in equipment in
the next two years for 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
Chief  Financial  Officer of the Company,  supervised and  participated  in this
evaluation.  Based on this evaluation, Mr. Thomas concluded that, as of the date
of the  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.

                                     - 22 -
<PAGE>

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         In September 2005, the Company issued  3,500,000 shares of common stock
for the total cash amount of $350,000.  The issuance of these shares was made in
reliance upon an exemption pursuant to Section 4(2) of the Act.

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:

31.1   Certification   of  Maxwell  Thomas   pursuant  to  Section  302  of  the
Sarbanes-Oxley Act of 2002.

32.1   Certification   of  Maxwell  Thomas   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.



                                   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 17th day of November, 2005.


                               Maximum Awards Inc

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

                                     - 23 -