FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

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[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended - June 30, 2002
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OR
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[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from
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Commission file number 000-27259

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

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NEVADA                                             98-0203927
(State or other jurisdiction of                    (Employer Identification No.)
incorporation or organization)
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1327 Ocean Avenue,
Suite M
Santa Monica, California
90401
(Address of principal executive offices, including zip code.)

(310) 395-5374
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [x]  NO [ ]

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is contained herein, and no disclosure will be contained, to the best of

<PAGE>

Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [x]

State Issuer's revenues for its most recent fiscal year. June 30, 2002 - $-0-.

The current market value of the common stock held by non-affiliates on June 30,
2002 $732,100. There are approximately 10,458,667 shares of common voting stock
of the Registrant held by non-affiliates.


Issuers involved in Bankruptcy Proceedings during the past Five Years.
   Not Applicable.

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: June 30, 2002 - 17,703,667 shares of
Common Stock

Transitional Small Business Issuer Format
   YES [ ]  NO [x]

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                                 TABLE OF CONTENTS

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                                                                         Page
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PART I                                                                        1
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Item 1. Description of Business                                               1
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Item 2. Description of Property                                              10
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Item 3. Legal Proceedings                                                    11
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Item 4. Submission of Matters to a Vote of Security Holders                  11
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PART II                                                                      11
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Item 5. Market for Common Equity and Related Stockholder Matters             11
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Item 6. Management's Discussion and Analysis of Financial Condition
         And Results of Operations                                           14
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Item 7. Financial Statements                                                 18
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Item 8. Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            18
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PART III                                                                     19
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Item 9. Directors, Executive Officers, Promoters and Control
         Persons; Compliance With Section 16(a) of the Exchange Act          19
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Item 10. Executive Compensation                                              21
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Item 11. Security Ownership of Certain Beneficial Owners and Management      24
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Item 12. Certain Relationships and Related Transactions                      26
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Item 13. Exhibits and Reports on Form 8-K                                    26
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Signatures                                                                   28
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Certification                                                                29
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                     NOTE REGARDING FORWARD LOOKING STATEMENTS

   Except for statements of historical fact, certain information contained
herein constitutes "forward-looking statements," including without limitation
statements containing the words "believes," "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results or achievements of the Company
to be materially different from any future results or achievements of the
Company expressed or implied by such forward-looking statements. Such factors
include, but are not limited to the following: the Company's lack of an
operating history, the Company's lack of revenues and unpredictability of future
revenues; the Company's future capital requirements to develop our operating
systems, telecommunications facilities, and administrative support systems;
intense competition from established competitors with greater resources; the
Company's reliance on internally developed systems and system development risks;
the risks of system failure; the Company's dependence on the Internet and
continued growth of online communications and commerce; the uncertainty of
participating in developing a market; the risks associated with rapidly changing
technology; intellectual property risks; the risks associated with governmental
regulations and legal uncertainties; and the other risks and uncertainties
described under "Description of Business - Risk Factors" in this Form 10-KSB.
Certain of the forward looking statements contained in this annual report are
identified with cross-references to this section and/or to specific risks
identified under "Description of Business - Risk Factors".


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Page 1

                                    PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

History

   Reward Enterprises Inc. (the "Company") was incorporated under the laws of
the State of Nevada on December 12, 1997, as Sports Entertainment Productions,
Inc. to engage in the business of Internet entertainment including gaming. In
July 1998, the Company changed its name to Reward Enterprises Inc.

   On August 15, 2001, the Company discontinued its plan of operating a
virtual casino website as a result of the shareholder approval of the
acquisition of Q Presents Inc. a private California based company which intended
to provide localized and web based custom event registration and automation
solutions targeting the hotel and conference segment of the Event Automation
industry. The Company's definitive proxy statement filed with the SEC on August
8, 2001 and its Form 8-K filed with the SEC on August 20, 2001 are incorporated
herein by reference

   New management has recently entered into the specialized international
communications market to provide international voice, Internet access and global
network services to corporate clients, communication carriers and Internet
service providers. The Company will utilize the web based platform that was
originally intended as an event registration and automation solution for its
telecommunication business.

   The information set forth below contains the Company's plan of operations on
June 30, 2002. Reward Enterprises, Inc. maintains and administrative office at
1327 Ocean, Suite M, Santa Monica, California 90401.

Operations

   The Company is a start-up business and has not commenced operations as of
the date hereof other than an undertaking of a market analysis and discussions
in the development of strategic relationships in telecommunications. As such,
the following reflects the Company's proposed plan of operation. There is no
assurance however, that the Company will ultimately be able to implement its
plan of International Telecommunications.

International Communications

   The Company's goal is to become a U.S. based International Telecommunications
Company, offering a broad range of integrated and competitively priced
traditional long distance telephone, Internet access service, and world wide
network services. We plan to function as Network solution providers to various
large international carriers in order for them to be more effective in
terminating and originating traffic from various countries around the world. We
will also work with new nation-wide Internet Service Providers (ISPs) in order
that they look at various enhanced services business opportunities to build
'robust' revenue streams. Thus the Company will be an organization that applies
technology solutions on a 'Global' basis to create successful commercial
ventures for clients and partners.

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Page 2

In order to stimulate new minutes we will, after developing business
relationship with overseas carriers, attempt to work out settlement rates that
are most favorable to each partner and will help generate significant amount of
new traffic. The settlement rate for each partner is not necessarily identical
and varies with the opportunity value presented. If for example, Reward obtains
a very aggressive rate to terminate traffic in Antigua and re-file to other
countries from there we can offer much lower rates to the customers - native and
transient - to terminate traffic to the USA. This is in addition to the major
European and other destinations that have good quality fiber connectivities.

The goal of Reward is to provide attractive services to various countries and
accelerate growth through proper 'licensed' agreements, in order to lower their
costs, maintain a high quality of service, and to establish new, profitable and
stable international routes. While our interests expand beyond the above, we
think that this strategy is a good starting point to begin our potential
interconnection with major carriers in the world.
The following is a list of requests when seeking a license within a foreign
country:

1)   Provide both inbound and outbound telecommunications traffic to and from
     the country.
2)   Provide Internet services (ISP) both internationally and within country
3)   Provide telecommunications traffic and/or services within country
4)   Operate (transmit and receive satellite signals)
5)   Operate (transmit and receive microwave-line-of-sight signals)
6)   Deploy and operate a wireless local loop platform within country
7)   Function as a throughway (possibly a Zone Free) for telecommunications
     services in transit
8)   Conduct commerce under all of the aforementioned approvals.

The creation of such a 'hub' could be done very easily by installing a large
bandwidth IP back-bone structure (through either a satellite or fiber
connection) and terminating hardware (Gateways, Routers etc.). Once the proper
authority is granted, creation of this facility is an easy and quick task. This
opens the ability to provide 'basic' and 'enhanced' services to the users - both
commercial and residential - at very attractive rates. In addition, the 'hub'
will position the country as a 'leading' infrastructure and access provider. In
addition to the significant new revenues that accrue to the 'in country' license
partners, Reward's development can help the country to develop as an
international telecommunications hub with significant job creation potential.
Acting as a stimulus for additional investment in the Information Technology
sector, we can be the 'catalyst' for further economic development in the
country.

We would thus be in a position of generating significant additional traffic
volumes to provide a better 'fill' on the transmission routes and increase the
utilization of the switching platforms that could be deployed in country.
Operating with a smaller overhead and margins we could offer a more attractive
rate to our partners and also significantly enhance the economic infrastructure
in a country by providing a new 'traffic hub' operation for the region there.

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Page 3

The Market

   Our goal is to develop business relationships in emerging markets which
will enable us to sell voice, Internet access and private lines to corporations,
Internet Service Providers ("ISPs") and carriers in that country.

Through these network of relationships we will enter into our target markets by
obtaining a re-filing agreement with a major carrier, a communications operating
license, or forming a partnership with a licensed carrier to operate within a
country. Our goal is to bring voice, data and/or Internet traffic into or out of
the country by selling such services to other international carriers and
businesses.

Many countries are granting Voice over Internet Protocol (VoIP) licenses to
allow voice traffic in and out of the country. We will be aggressively pursuing
these licenses.

Upon establishing an operating network to an international destination, our goal
will be to utilize this network to deliver Internet connectivity, international
private lines to businesses and/or government and educational institutions, web
development and hosting and other enhanced communication services. These
services will be sold through either an existing international licensed carrier
or through the development of our own in-country operation. Upon obtaining a
license in a specific country, we may either set up our own in-country operation
or establish an in country partner to market our suite of services to carriers,
ISPs, and other institutions.

Management will carefully evaluate each potential international opportunity and
determine which of the aforementioned scenarios is most appropriate, where we
can enter a country, begin to generate revenue, gaining a foothold to provide
more advanced telecommunication services.

Developing countries and the businesses within them are being forced to relearn
how to conduct themselves in the new Internet economy. Cost-effective and high
quality voice telephone, fax, Internet, and electronic commerce services are a
necessity for any country that wishes to participate in the Global Economy. For
the growth of the Internet and the true globalization of the electronic economy
to continue, developing countries must become larger participants.

Many countries have lagged behind the United States in becoming "wired." The
reasons include:

o   National telephone company monopolies, allowing sparse competition. This
    has stimulated little innovation, allowed prices to remain artificially
    high, and not stimulated construction of enhanced or alternative physical
    infrastructures.

o   Limitation on alternative international long distance carriers has
    constrained competition and provided little incentive for competitors to
    build facilities into the country. A major challenge inhibiting this growth
    is the regulatory environment in each country. The opening of communications
    markets that were previously restricted is essential for the expansion of
    the global information economy.

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Page 4

Emerging markets, driven by the need to catch up in the wired technological
world or new global economy, represent considerable demand for enhanced voice,
data, and Internet services. This includes network connectivity, Web development
and hosting, and network security services.

It is often cheaper to use a leased line Internet connection to the United
States to route traffic to other countries than to have a direct connection to
those countries.

Faster and better connectivity, more reliable voice quality, improved Web site
performance, and acceptable levels of network security risk are all critical to
businesses everywhere. Introduction of these services by a single vendor into
emerging markets represents a huge potential market.

The Services

   Our goal is to deliver international voice, Internet access, and private
line services. By utilizing cutting edge network infrastructure and
technologies, assembled and deployed by either by us or our in country partners,
we plan on capitalizing on opportunities to introduce selected products and
services into emerging market countries or regions throughout the world.

International Voice

   Our goal is to deliver international voice communications traffic via
relationships with carrier networks worldwide. We will offer traditional as well
as Voice over Internet Protocol (VoIP) voice communications capabilities.

International Internet Access

   Our goal is to offer Internet Access targeted at Internet Service Providers
(ISPs), communication carriers and corporations seeking Internet connectivity in
emerging countries. We will, where necessary create Internet POPs (Points of
Presence) in each of our target countries. These POPs will include the physical
infrastructure (routers, servers, local area networks, and external network
access) to allow businesses and local Internet Service Providers (ISPs) to
connect to a network.

International Private Line Services

   We will offer International Point-to-Point Private Line Services between
the United States and our target countries. Our goal is to develop a Virtual
Private Network (VPN) connectivity for those customers. These services will be
utilized by our customers for voice, data, and Internet services.

Competition

   The communications industry is highly competitive, rapidly evolving,
subject to constant technological change. We believe that the traditional
distinctions between local, long distance, data transmission and Internet access
markets are disappearing.

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Page 5

Our competition is as follows:

   Our competitors in the international long distance market include large,
facilities-based multinational carriers, foreign PTTs, small facilities-based
providers in the United States, and various alliances among communications
companies.

   International long distance providers compete on the basis of price,
transmission quality, reputation and breadth of service offerings. The United
States-based international communications services market is dominated by AT&T,
Sprint and MCI WorldCom.

   Additional competition may come from carriers using VoIP and other data
networks to provide services. This technology can be used to provide both voice
and data services at significantly lower costs than circuit-switched long
distance.

   We believe it will become competitive with business oriented Internet
providers, including UUNET/Worldcom, PSInet, Level 3, Qwest, Genuity (formerly
GTE Internetworking), and others, all of whom have greater resources than us.

Company's Office

   The Company's administrative headquarters are located 1327 Ocean Avenue
Suite M Santa Monica, California 90401 and its telephone number (310) 395-5374.

Employees

   The Company is a development stage company and currently has no employees
other than its Officers and Directors. The Company intends to hire additional
employees as needed.

Risk Factors

1.   Company Has No History of Earnings. The Company has no operating history
     and is subject to all of the risks inherent in a developing business
     enterprise including lack of cash flow and service acceptance. There can be
     no assurance that any of our business strategies will be successful or that
     we will ever achieve profitability. We have incurred operating losses since
     our inception and expect to incur operating losses for the foreseeable
     future. These factors, among others, raise substantial doubts about our
     ability to continue as a going concern, unless we raise sufficient capital
     as contemplated herein.
2.   Development and Market Acceptance of Services. The Company's success and
     growth will depend upon its ability to market its services. The Company's
     success will depend in part upon the market's acceptance of, and the
     Company's ability to deliver and support its telecommunication services.
3.   Liquidity; Need for Additional Financing. The Company believes that it
     does not have the cash it needs for at least the next twelve months based
     upon its internally prepared budget. Further, the Company's cash
     requirements are not easily predictable and there is a possibility that its
     budget estimates will prove to be inaccurate. If the Company is unable to

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Page 6

     generate a positive cash flow, it will be required to substantially curtail
     operations and seek additional capital. There is no assurance that the
     Company will be able to obtain additional capital if required, or if
     capital is available, to obtain it on terms favourable to the Company. The
     Company may suffer from a lack of liquidity in the future which could
     impair its short-term marketing and sales efforts and adversely affect its
     results of operations.  Our ability to meet our projected growth may
     require additional cash resources. Failure to obtain future financing, or
     if vendor financing or additional equity financing is not available when
     needed or on acceptable terms, could cause us to delay, scale back or
     abandon our plans and could materially adversely affect our ability to
     compete. We cannot assure you that any financing arrangements will be
     available or, if available, that it will be on acceptable terms.
4.   Our revised business model is still under development. We recently
     shifted our business plan towards focusing on specific international
     telecommunication opportunities. Moreover, our business plan is still under
     development.
5.   The success of the business plan is dependent upon market developments and
     traffic patterns. The development of our network will entail substantial
     costs and prior planning, including the purchase of additional equipment,
     which are based in part on our expectations concerning future revenue
     growth and market developments. As we expand our network, the cost of
     services will increasingly consist of fixed costs arising from the
     ownership and maintenance of equipment. As a result, cost increases and a
     resulting decrease in any future profits may occur. If traffic volume were
     to decrease, or fail to increase to the extent expected or necessary to
     make efficient use of our network, our costs as a percentage of revenues
     would increase significantly which would have a material adverse effect on
     our financial condition and results of operations.
6.   We may be unable to adapt to rapid technological change. The communications
     industry has been, and is likely to continue to be, subject to rapid and
     significant changes in technology. Our success will depend, in significant
     part, on our ability to make timely and cost-effective enhancements and
     additions to our technology, as well as our ability to introduce new
     services that meet client demand. We expect new products and services, and
     enhancements to existing products and services, to be developed and
     introduced to compete with our existing services. The proliferation of new
     communications technology, including personal communication services and
     voice communication over the Internet, may reduce demand for certain of our
     existing services. We cannot assure you that we will be successful in
     developing and marketing new services or enhancements that respond to these
     or other technological changes or evolving industry standards. In addition,
     we may experience difficulties that could delay or prevent the successful
     development, introduction and marketing of our services, which may result
     in our services not achieving market acceptance. Our financial condition
     could be adversely affected if we are unable to develop, or experience
     delays in the introduction of, new services or enhancements or if such
     services or enhancements fail to achieve market acceptance.
7.   If the Internet does not continue to grow as a medium for voice and fax
     communications, our business will suffer. The technology that allows voice
     and fax communications over the Internet, and the delivery of other value-
     added services, is still in its early stages of development. Historically,
     the sound quality of calls placed over the Internet has been poor. As the
     Internet telephony industry has grown, sound quality has improved, but the
     technology requires further refinement. Additionally, as a result of the
     Internet's capacity constraints, callers could experience delays, errors in
     transmissions or other interruptions in service. Transmitting telephone

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Page 7

     calls over the Internet must also be accepted as an alternative to
     traditional voice and fax service by communications service providers.
     Because the Internet telephony market is new and evolving, predicting the
     size of this market and its growth rate is difficult. If our market fails
     to develop, then we will be unable to grow our client base and our results
     of operations will be adversely affected.
8.   The communications services industry is highly competitive and we may be
     unable to compete effectively. The communications industry, including
     Internet and advanced data services, is highly competitive, rapidly
     evolving and subject to constant technological change and intense marketing
     by providers of functionally similar services. Since there are few, if any,
     substantial barriers to entry, we expect that new competitors are likely to
     join existing competitors in the communications industry, including the
     market for international long distance voice, Internet and data services
     targeted by us. Although licenses for telecommunications or Internet
     services granted in foreign countries may provide barriers to entry in some
     instances, we still face competition. Many of our current competitors are
     significantly larger and have substantially greater market presence as well
     as greater financial, technical, operational, marketing and other resources
     and experience than we do. We believe that competition will continue to
     increase, placing downward pressure on prices. Such pressure could
     adversely affect our gross margins if we are not able to reduce our costs
     commensurate with such price reductions. In addition, the pace of
     technological change makes it impossible for us to predict whether we will
     face new competitors using different technologies to provide the same or
     similar services offered or proposed to be offered by us.
9.   Industry consolidation could make it more difficult to compete. Companies
     offering Internet, data and communications services are increasingly
     consolidating. As a company with a limited operating history, we may not be
     able to compete successfully with businesses that have combined, or will
     combine, to produce companies with substantially greater financial, sales
     and marketing resources, larger client bases, extended networks and
     infrastructures and more established relationships with vendors,
     distributors and partners than we have. In addition, this consolidation
     trend could prevent or hinder our ability to further grow our operations
     through acquisitions. With these heightened competitive pressures, there is
     a significant risk that the value of our common stock will decline.
10.  Our ability to provide services is often dependent on other service
     providers and our suppliers. Interconnectivity. In order for our network to
     be functional, we must enter into agreements with local exchange carriers
     and other carriers covering each market in which we intend to offer local
     service. Although we plan to enter into interconnection agreements in a
     number of jurisdictions, we cannot guarantee that we will successfully
     negotiate those agreements or negotiate new agreements in new markets. The
     failure to secure and maintain these agreements could have a material
     adverse effect on our ability to implement our business plan. Transmission
     Facilities. A portion of the telephone calls made by our clients are
     connected through transmission lines of facilities-based long distance
     carriers which provide us with transmission capacity through a variety of
     resale arrangements. Because digital undersea fiber optic cables and
     communications satellites typically take several years to plan and
     construct, carriers generally make investments based on a forecast of
     anticipated traffic. We do not control the planning or the construction of
     digital undersea fiber optic transmission facilities or satellites and must
     seek access to such facilities through partial ownership positions or lease

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     arrangements on negotiated terms that may vary with industry and market
     conditions. Our ability to maintain and expand our business is dependent,
     in part, upon our continuing to maintain satisfactory relationships with
     these carriers, many of which are our competitors, and upon our ability to
     obtain their services on a cost effective basis. As we deploy our network,
     we will continue to be dependent on other carriers' network transmission
     services for many of our services. These carriers are not expected to enter
     into long-term contracts with us and are not restricted from competing
     against us. To the extent that any of these carriers raise their rates,
     change their pricing structure or reduce the amount of capacity they will
     make available to us, our financial condition or results of operations may
     be adversely affected. Long Distance Carriers. Our ability to terminate
     traffic in our targeted foreign markets is an essential component of our
     current and future operations and, therefore, we are dependent upon
     securing operating agreements and other termination arrangements. Failure
     to secure or maintain such arrangements could limit our revenues, our
     ability to increase our services to our existing markets or our ability to
     gain entry into new markets. Our ability to compete in the long distance
     telecommunications market depends, in part, on our ability to procure
     advantageous rates from incumbent carriers and from other international
     exchange carriers, and on the ability of such parties to carry the
     transmissions we route to their networks. If, as a result of the
     termination of our relationship with an incumbent carrier or an
     international carrier or the inability of any such entity to carry traffic
     routed to it, we are forced to route our traffic to a different entity
     providing service at a less advantageous rate, or with lesser quality,
     there could be a material adverse effect on our profit margins or network
     service quality.
11.  We need to retain our key management personnel and hire additional
     qualified personnel. We are dependent on the efforts of our senior officers
     and on our ability to hire and retain qualified management personnel. The
     loss of services of any of these individuals could materially and adversely
     affect our business and our future prospects. We have not entered into
     employment agreements with any of our senior officers. In addition, we
     anticipate that in order to successfully implement our business strategy,
     including the expansion of the geographic scope of our operations, we will
     be required to recruit and hire a substantial number of sales and other
     personnel. Failure to attract and retain additional qualified sales and
     other personnel, including management personnel who will train and
     integrate our new employees in addition to their role in continuing to
     manage our growth strategy could adversely affect us.
12.  We depend on prompt collection of client payments. Because we render most
     of our services prior to receiving payment, we are dependent on the prompt
     collection of our clients' bills. The failure of our clients to pay their
     bills in a timely manner or our failure to adequately assess their
     creditworthiness could materially adversely affect us.
13.  Service interruptions could affect our business. Our success is largely
     dependent on our ability to deliver competitively priced, uninterrupted
     international long distance telephone services. We also face the risk that
     there may be a disruption in the service provided by these carriers,
     causing a disruption in the services we provide to our clients. Our
     operations are dependent on our ability to successfully expand our network
     and to integrate new and emerging technologies and equipment into our
     network. This expansion and integration may increase the risk of system
     failure and cause strain upon our network. Our operations also are
     dependent on our protection of our hardware and other equipment from damage
     due to natural disasters or other sources of power loss, telecommunications
     failures or similar occurrences. Significant or prolonged telephone network
     failures, or difficulties for clients in completing long distance telephone

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Page 9

     calls, could damage our reputation and result in the loss of clients and
     consequently have a material adverse effect on our financial condition or
     business prospects.
14.  We could be adversely affected if there are breaches in our network
     security systems. We could lose clients and expose ourselves to liability
     if there are any breaches to our network security systems which, in turn,
     could jeopardize the security of confidential information stored in our
     computer systems.
15.  Increasing competition in the communications industry in foreign countries,
     and our limited or nonexistent competitive standing, may adversely affect
     our ability to generate revenues, gain significant market share and attract
     clients from existing providers. The communications industry in foreign
     countries is becoming increasingly competitive due in part to recent
     privatizations, deregulations and related increase in the number and size
     of new competitors. Furthermore, because we have a limited operating
     history and, in some of our target markets, no operating history, we have a
     limited competitive standing. We will compete with several other service
     providers in each of our markets. Competitors include global alliances of
     some of the world's largest communications carriers, incumbent
     communications providers with large client bases, wireless telephone
     companies and satellite-based communications carriers. Other existing and
     potential competitors include cable television companies, railway
     companies, utilities and other entities with rights-of-way and large end
     users which operate private networks. We believe competition is likely to
     continue to intensify as the number of new market entrants increases. As a
     result, we may not be able to generate adequate revenues or gain a
     substantial share of the markets we intend to serve. We may also have
     difficulty attracting clients from established providers.
16.  We face additional risks because we do business on an international level.
     There are certain risks inherent in doing business on an international
     level, such as unexpected changes in regulatory requirements, tariffs,
     customs, duties, other trade barriers, political risks and other factors
     which could materially adversely affect our current and planned operations.
     For example, existing carriers in foreign markets may take many months to
     allow competitors such as us to interconnect to their switches within the
     market. Further, we have limited recourse if our foreign partners fail to
     perform under their arrangements with us, or if foreign governments, "post,
     telephone and telegraph" providers ("PTTs"), or other carriers take actions
     that adversely affect our ability to gain entry into those markets. The
     international telecommunications industry is changing rapidly due to
     deregulation, privatization of PTTs, technological improvements, expansion
     of telecommunications infrastructure and the globalization of the world's
     economies. We cannot assure you that one or more of these factors will not
     vary in a manner that could have a material adverse effect on our financial
     condition or results of operations.
17.  We face additional risks as we expand our business operations in emerging
     markets. Our current business strategy includes the continued expansion of
     our operations in emerging market countries. The political systems of many
     of the markets in which we currently operate or plan to operate are slowly
     emerging from a legacy of totalitarian rule. Political conflict and, in
     some cases, civil unrest and ethnic strife may continue in some of these
     countries for a period of time. Many of the economies of these countries
     are weak, volatile and reliant on substantial foreign assistance.
     Expropriation of private businesses in such jurisdictions remains a
     possibility, whether by outright seizure or by confiscatory tax or other
     policies. In addition, the legal systems in emerging markets frequently
     have little or no experience with commercial transactions between private
     parties. Consequently, we cannot provide any assurance that we will be able

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Page 10

     to protect or enforce our rights in emerging market countries. Further, the
     instability of the laws and regulations applicable to our businesses in
     these markets could materially and adversely affect our business, financial
     condition or results of operations.
18.  Issuance of Additional Shares-Dilution. 182,296,333 shares of Common Stock
     or 91.15% of the 200,000,000 authorized shares of Common Stock of the
     Company are unissued. The Board of Directors has the power to issue such
     shares, subject to shareholder approval, in some instances. Although the
     Company presently has no commitments or contracts to issue any additional
     shares to other persons. The Company may in the future attempt to issue
     shares to acquire products, equipment or properties, or for other corporate
     purposes. Any additional issuance by the Company, from its authorized but
     unissued shares, would have the effect of diluting the interest of existing
     shareholders.
19.  Indemnification of Officers and Directors for Securities Liabilities. The
     laws of the State of Nevada provide that the Company could indemnify any
     Director, Officer, agent and/or employee as to those liabilities and on
     those terms and conditions as are specified in the Corporation Act of the
     State of Nevada. Further, the Company may purchase and maintain insurance
     on behalf of any such persons whether or not the corporation would have the
     power to indemnify such person against the liability insured against. The
     foregoing could result in substantial expenditures by the Company and
     prevent any recovery from such Officers, Directors, agents and employees
     for losses incurred by the Company as a result of their actions. Further,
     the Company has been advised that in the opinion of the Securities and
     Exchange Commission, indemnification is against public policy as expressed
     in the Securities Act of 1933, as amended, and is, therefore,
     unenforceable.
20.  Cumulative Voting, Pre-emptive Rights and Control. There are no pre-emptive
     rights in connection with the Company's Common Stock. Shareholders may be
     further diluted in their percentage ownership of the Company in the event
     additional shares are issued by the Company in the future. Cumulative
     voting in the election of Directors is not provided for. Accordingly, the
     holders of a majority of the shares of Common Stock, present in person or
     by proxy, will be able to elect all of the Company's Board of Directors.
21.  No Dividends Anticipated. At the present time the Company does not
     anticipate paying dividends, cash or otherwise, on its Common Stock in the
     foreseeable future. Future dividends will depend on earnings, if any, of
     the Company, its financial requirements and other factors.


ITEM 2. DESCRIPTION OF PROPERTY

   The Company does not own any real or personal property. The Company's only
asset is cash.

   The Company's administrative headquarters are located at 1327 Ocean Avenue,
Suite M, Santa Monica, California 90401 and its telephone number is (310)
395-5374. There is no formal lease agreement for the Company's offices which
are on a month to month basis for $2,000 per month.

   During the year ended June 30, 2002, the Company capitalized $145,979 for
web site development costs, which were acquired in the merger. The Company
plans to integrate its website technology into its telecommunications business.

<PAGE>
Page 11

   On August 15, 2001, Reward Enterprises, Inc. acquired Q Presents, Inc. with
the issuance of 6,000,000 shares of common stock in exchange for all of the
common stock of Q Presents, Inc. This transaction had an accounting date of
August 31, 2001, which was the date that the transaction was final. The value
of the stock issued at the fair market price of $0.35 per share was $2,100,000.
The Company will periodically review this asset for possible impairment. At
June 30, 2002 it was determined the asset was not impaired.

ITEM 3. LEGAL PROCEEDINGS

   The Company is not a party to any pending or threatened litigation and to
its knowledge, no action, suit or proceedings has been threatened against its
officers and its directors.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   The information set forth under the captions "Securities Ownership of
Certain Beneficial Owners" and "Securities Ownership of Management" in the Proxy
Statement to be filed with the Securities and Exchange Commission on Schedule
14A on or before November 06, 2001 is incorporated herein by reference.


                                  PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   The Common Shares of the Company are quoted on the NASD Over-The-Counter
Bulletin Board. The OTCBB constitutes a limited and sporadic trading market and
does not constitute an "established trading market". There is no assurance that
a regular trading market will be sustainable. A shareholder, may, therefore, be
unable to resell the securities referred to herein should he or she desire to do
so. Furthermore, it is unlikely that a lending institution will accept the
Company's securities as pledged collateral for loans unless a regular trading
market develops.

   At June 30, 2002, we had approximately 400 shareholders of record of our
common stock, including shares held by brokerage clearing houses, depositories
or otherwise in unregistered form. The beneficial owners of such shares are not
known to us. Our company's securities are traded over-the-counter on the
Bulletin Board operated by the National Association of Securities Dealers, Inc.
under the symbol "RWDE". The table shows the high and low bid of our company's
common stock since October 08, 2000, when our company's securities began
trading.

      ---------------------------------------------------------------
      Quarter ended
      ---------------------------------------------------------------
      FYE 2001                             High Bid         Low Bid
      ---------------------------------------------------------------
      December 31, 2000                     $0.50            $0.10
      ---------------------------------------------------------------
      March 31, 2001                        $0.50            $0.50
      ---------------------------------------------------------------
      June 30                               $1.73            $0.50
      ---------------------------------------------------------------

<PAGE>
Page 12

      ---------------------------------------------------------------
      FYE 2002
      ---------------------------------------------------------------
      September 30, 2001                    $0.85            $0.15
      ---------------------------------------------------------------
      December 31, 2001                     $0.15            $0.01
      ---------------------------------------------------------------
      March 31, 2002                        $0.01            $0.001
      ---------------------------------------------------------------
      June 30, 2002                         $0.17            $0.001
      ---------------------------------------------------------------

   There are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.

Dividends

   We have not declared any cash dividends, nor do we intend to do so. We are
not subject to any legal restrictions respecting the payment of dividends,
except that they may not be paid to render us insolvent. Dividend policy will
be based on our cash resources and needs and it is anticipated that all
available cash will be needed for our operations in the foreseeable future.

SEC Rule 15g

   Our Company's shares are covered by Section 15g of the Securities Act of
1933, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.

   Section 15g also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

<PAGE>
Page 13

Section 16(a)

   Our officers, directors and holders of 10% or more of the Company's Common
Stock have filed all Forms 3, 4 & 5.

Recent Sales of Unregistered Securities

   The Company has 17,703,667 shares of Common Stock issued and outstanding as
of June 30, 2002. Of the 17,703,667 shares of the Company's Common Stock
outstanding 7,622,000 shares are freely tradable.

   In 1999, the Company reverse split its shares of common stock on a 1 for 10
basis, reducing the total outstanding shares from 10,000,000 to 1,000,000.

   On April 5th and 6th, 1999, the Company sold 1,715,000 shares of its common
stock to 18 investors in consideration of $171,500. The shares were sold
pursuant to Reg. 504 of the Act. A commission of $17,500 was paid to F.J.R.
Resources Inc. All sales were made outside the United States of America.

   In March and May 1999, the Company issued options to Gerald Williams, Brian
Doutaz and Frank J. Rigney to acquire up to 2,500,000 shares of common stock
(1,250,000 at a price of $0.10 per share and 1,250,000 at a price of $0.25 per
share). The options were granted pursuant to Reg. 701 of the Act. On November
3, 2000, the Company issued options to Gerald Williams, Brian Doutaz, Frank J.
Rigney and Robert Dinning to acquire up to acquire up to 2,230,000 shares of
common stock at a price of $0.10 in lieu of cash payment of a total of $223,000
pursuant to various Consulting Agreements.

   On December 04, 2000, the Company sold 10,200,000 shares of its common
stock to Brian C. Doutaz (as to 10,000,000 shares) and to Robert Dinning (as to
200,000 shares) at a price of $0.001. The shares which are legended under Rule
144 re-sale restrictions were issued pursuant to Rule 16(b) of the Securities
Act of 1934. The 10,200,000 shares issued in these transactions were cancelled
in accordance with the terms of the agreement to acquire Q Presents Inc.

   On December 08, 2000, the Company filed an S-8 registration statement of
the Reward Enterprises, Inc. 2001 Stock Option Plan to register up the granting
of up to 7,000,000 incentive stock option shares.

   On January 3, 2001, Gerry Williams and Frank Rigney exercised an option on
1,600,000 common shares at a price of $0.10 per share in lieu of a cash payment
owing under certain Consulting Agreements. The debt was cancelled with the
exercise of the option. On March 16, 2001, Gerry Williams and Frank Rigney
exercised an option on 1,000,000 common shares at a price of $0.10. On April 23,
2001 Brian C. Doutaz and Robert Dinning exercised an option on 630,000 common
shares at a price of $0.10 per share in lieu of cash payment owing under certain
Consulting Agreements; resale of these shares is governed by Rule 144. On April
30 and June 5 2001, Frank Rigney exercised options for a total of 225,000 common
shares at a price of $0.25 per share. On June 5 2001 Gerald Williams exercised
options for a total of 100,000 common shares at a price of $0.25 per share. All
shares so issued were issued under Rule 16(b) of the Securities Act of 1934.

   In August 2001, the Company issued 6,000,000 shares of common stock in its
acquisition of Q Presents Inc. The shares which are legended under Rule 144
re-sale restrictions were issued pursuant to Rule 16(b) of the Securities Act of
1934.

<PAGE>
Page 14

   Between October 2001 and June 2002, Frank Rigney exercised options for a
total of 272,000 common shares at a price of $0.25 per share, and Robert Dinning
exercised options for a total of 200,000 common shares of which 100,000 were at
a price of $0.10 per share and 100,000 were at a price of $0.25 per share and
Brian Doutaz exercised options for a total of 100,000 shares at a price of $0.10
per share. All shares so issued were issued under Rule 16(b) of the Securities
Act of 1934.

   As of the date hereof, no further options have been exercised.

   In December 2001 the Company issued 890,000 shares of its common stock to
twelve investors in consideration of $890 and between January and June 2002, the
Company issued an additional 1,026,667 shares of common stock to eleven
investors in consideration of $84,000. Two of these investors were granted
warrants to purchase 25,000 and 5,000 shares of the company's common stock at
$0.25 per share. The shares which are legended under Rule 144 re-sale
restrictions were issued pursuant to Rule 16(b) of the Securities Act of 1934.

     In April 2002, the Company issued 2,945,000 shares of common stock to
an officer and consultant of the Company for prior services rendered in the
amount of $14,725. The shares, which are legended under Rule 144 re-sale
restrictions, were issued pursuant to Rule 16(b) of the Securities Act of 1934.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General Overview

   Reward Enterprises, Inc. (the "Corporation" or "Reward") was incorporated
in December, 1997 as Sports Entertainment Productions Inc. to pursue
opportunities around the world in the Internet based entertainment industry. The
name was changed to Reward Enterprises, Inc. in July 1998. Its main objective
has been to develop a profitable "Entertainment Mall" through an e-commerce
secure "portal." Entertainment options offered would be videos, CDs, virtual
casino-style games, free bingo, dice and specialty and interactive video games.

   On June 15, 1999, Reward Nevis Group Inc., a wholly owned subsidiary of the
Corporation entered into a non-exclusive software license agreement with
Chartwell Technologies Inc, of Laguna Hills, California to acquire and develop
all software necessary to conduct the Internet gaming activity and to handle all
Internet cash transactions. This software is customized and is a full service
gaming system that includes twelve casino games, a back-end administrative
utility with remote access, I.P. Tracking, e-Commerce software and technical
support. The license is non-exclusive and is currently licensed to others. The
Corporation is restricted in the use of this technology and cannot sublicense it
to others. It is for a period of two years and has provision for renewal for an
additional two years. The royalty payable is 15% of gross revenues generated.
Pursuant to the agreement, $30,000 has been paid to Chartwell to date for the
license, $8,000 for the server from which to operate the software and the
virtual casino and $5,000 in the creative development of the CasinoReward.com
Web site.

   In early 2001, the Corporation became aware that it would likely not be
able to continue with its efforts to develop an Internet gaming site, primarily
as a result of the poor financial conditions in the marketplace. The Board of
Directors then commenced a search for a new opportunity that would allow the

<PAGE>
Page 15

Corporation to remain active in the Internet sector on a profitable basis. Q
Presents, Inc., a Santa Monica, California (hereinafter "QP") based private
corporation, provided an ideal match which on April 12, 2001 resulted in an
Acquisition Agreement between Reward and QP. In exchange for all the shares of
QP, Reward would issue to QP shareholders a total of 6,000,000 shares of its
common stock. Immediately following the issuance of the acquisition shares, the
control block of 10,200,000 common stock shares owned by Mr. Robert Dinning and
Mr. Brian Doutaz would be cancelled. The Acquisition Agreement was approved by
the shareholders of both companies in August, 2001. The control block of
10,200,000 owned by Mr. Robert Dinning and Mr. Brian Doutaz was subsequently
cancelled and the Corporation issued 6,000,000 shares to QP shareholders. The
Company's definitive proxy statement filed with the SEC on August 8, 2001 and
its Form 8-K filed with the SEC on August 20, 2001 are incorporated herein by
reference.

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

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

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

   In September 2001, the Board authorized the Corporation to enter into
Consulting Agreements with both Mr. Edward W. Withrow III and Mr. Warren K.
Withrow. The proposed Consulting Agreements called for terms of sixty (60)
months, compensation of $3,500.00 USD monthly and the issuance of two options to
purchase the aggregate of 700,000 shares of the Corporation's common stock,
respectively. The compensation under these agreements have been changed to
$10,000 per month, but will not become effective and payable until April 2002.
The compensation under these agreements are currently being renegotiated and no
compensation has been paid through June 30, 2002. On May 16, 2002 Mr. Warren K.
Withrow resigned as an officer and as a director of the Company.
   On July 1, 2002 Mr. Anand Kumar and Mr. Joseph Vigliarolo joined the
Company as President and Chief Financial Officer respectively.

   The Corporation's new Management made the decision to balance its technology-
based business model with a complimentary non-technical or "Old Economy" based
business. Management made the decision to license the rights to an "Old Economy"
business as opposed to creating one internally. New management has recently
entered into the specialized international communications market to provide
international voice, Internet access and global network services to corporate
clients, communication carriers and Internet service providers. The Company will
utilize the web based platform that was originally intended as an event
registration and automation solution for its telecommunication business.

<PAGE>
Page 16

Results of Operations - Period From July 01, 2001 to June 30, 2002

   REVENUES: There were no revenues in the year ending June 30, 2002 as the
Company has not commenced operations as of the date hereof other than an
undertaking of a market analysis and development of strategic relationships in
telecommunications. The Company does not anticipate that it will generate any
material revenues from operations until at least the second quarter of 2002 -
2003.

   EXPENSES: During the year ending June 30, 2002, the Company incurred expenses
of $236,231 as compared with $111,240 in the preceding year.
   A summary of these expenditures is as follows:

-------------------------------------------------------------------------------
 Consulting Fees                                       $    0 versus $53,138
-------------------------------------------------------------------------------
 Legal and Professional fees                           $61,445 versus $37,075
-------------------------------------------------------------------------------
 Research and Development                              $83,330 versus $0
-------------------------------------------------------------------------------
 Office and Administration                             $79,649 versus $70,029
-------------------------------------------------------------------------------
 Travel and promotion                                  $11,807 versus $4,136
-------------------------------------------------------------------------------
 Total                                                 $236,231 versus $111,240
-------------------------------------------------------------------------------

   All of the above noted expenses were related primarily to organizing the
Company and filing a registration statement with the Securities & Exchange
Commission, initial research and development of the internet platform,
consulting and third party services.

   Legal and accounting fees paid of $61,445 mainly related to the filing of
the Form 14A proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934 with the Securities & Exchange Commission pursuant to the
proposed merger with Q Presents Inc. and the preparation and filing of quarterly
reports with the SEC.

   The Company anticipates, however, that its operating and administrative
expenses will increase during the second and third quarters of 2002 - 2003 and
into the next fiscal year as the direction of the Company is changed to that of
a U.S. based International Telecommunications Company, which offers a broad
range of integrated and competitively priced traditional long distance
telephone, Internet access service, and world wide network services.

   The Company continues to carefully control its expenses, and intends to
seek financing in the near future to provide necessary funds required in its
business plan and to further develop its business model.

   The Company has no employees at the present time and engages personnel
through consulting agreements where necessary as well as outside attorneys,
accountants and technical consultants.

   Cash on hand at June 30, 2002 was $24,717 and the Company and will require
further financing to implement its business plan.

<PAGE>
Page 17

   NET LOSS: The Company incurred a net loss of $238,921 for the fiscal year
ended June 30, 2002. It is expected that the net loss will increase during 2002
until the Company is able to generate sufficient revenue from operations to
become profitable.

Plan of Operation

   During the fiscal year ending June 30, 2002, the shareholders of the
Company agreed to the merger with Q Presents, Inc.

   The Company has inadequate cash to maintain operations during the next
twelve months. In order to meet its cash requirements the Company will have to
raise additional capital through the sale of securities or loans. As of the
date hereof, the Company has not made sales of additional securities and there
is no assurance that it will be able to raise additional capital through the
sale of securities in the future. Further, the Company has not initiated any
negotiations for loans to the Company and there is no assurance that the Company
will be able to raise additional capital in the future through loans. In the
event that the Company is unable to raise additional capital, it may have to
suspend or cease operations.

   It is anticipated that there will be no sales until at least the end of the
second quarter of 2002 - 2003 in accordance with its business plan and in
developing its business model.

Operating activities during the next few months will focus primarily on efforts
to:

   *   secure additional financing for general working capital purposes, and
       for the further development of its business plan in the specialized
       international communications market to provide international voice,
       Internet access and global network services to corporate clients,
       communication carriers and Internet service providers;
   *   establish additional strategic relationships with vendors, carriers and
       distributors of telephony and data services and equipment if required;
   *   continue development of the telecommunications infrastructure and systems
       relating to providing services to its customers;
   *   complete installation of internal system hardware and software for
       marketing, distribution and customer service facilities;
   *   continue testing internal operating, distribution and customer service
       systems;
   *   marketing its services;

   The Company does not intend to purchase a plant or significant equipment.

   The Company will hire employees on an as needed basis, however, the Company
does not expect any significant changes in the number of employees.

   The Company expects to earn revenues in the second quarter of 2002 - 2003.
There is no assurance, however, that the Company will earn said revenues as
planned.

Liquidity and Capital Resources

   The Company has to date, financed its development stage by the sale of
common stock. At June 30, 2002, the Company had 17,703,667 shares of common
stock outstanding and had raised a total of $560,640. At June 30, 2002 it had
cash on hand of $24,717 and said cash resources are maintained with a large
United States financial institution. The Company had working capital at that

<PAGE>
Page 18

date of $6,963. Accounts payable, accrued liabilities and amounts due to loans
and related parties were $43,754 versus $1,500 in the previous year.

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

Inflation

   Inflation has not been a factor during the fiscal year ended June 30, 2002.
While inflationary forces are moderately higher than in 2001, the actual
inflation is immaterial and is not considered a factor in any contemplated
capital expenditure program.

Quantitative and Qualitative Disclosures About Market Risks

   Our financial results are quantified in U.S. dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars. Although we do not believe we currently have any materially significant
market risks relating to our operations resulting from foreign exchange rates,
if we enter into financing or other business arrangements denominated in
currency other than the U.S. dollar, variations in the exchange rate may give
rise to foreign exchange gains or losses that may be significant.

   We currently have no material long-term debt obligations. We do not use
financial instruments for trading purposes and we are not a party to any
leverage derivatives. In the event we experience substantial growth in the
future, our business and results of operations may be materially effected by
changes in interest rates and certain other credit risk associated with its
operations.

Acquisition of Plant and Equipment

   We do not own any plant facilities or equipment. The Company does not
intend to purchase a plant or significant equipment.

   During the year ended June 30, 2002, the Company capitalized $145,979 for
web site development costs, which were acquired in the merger. The Company
plans to integrate its website technology into its telecommunications business.

ITEM 7. FINANCIAL STATEMENTS

Reference is made to the financial statements, the reports thereon, the notes
hereto, and supplementary data commencing at page F-1 of this Form 10-KSB, which
financial statements, reports, notes, and data are incorporated herein by
reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable

<PAGE>
Page 19



                                          PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.


Edward Withrow III - Chairman of the Board and CEO

   Mr. Withrow has been an Entrepreneur the majority of his professional
career spanning fourteen years. The majority of the years were spent raising
capital and understanding the winning formulas for success in the marketplace.
In 2001 Mr. Withrow founded Q Presents, Inc, a media and communications holding
company whose strategic plan was to acquire, streamline, upgrade and consolidate
existing companies who had found themselves on the wrong side of the technology
implosion. Q Presents merged with Reward Enterprises, Inc in March 2001. In
1999 Mr. Withrow co-founded Simplyfamily.com, an integrated vertical commerce
community targeting the family. Simplyfamily.com is presently one of the largest
independent family based communities operating on the Internet. In 1995 Mr.
Withrow co-founded Family Store Entertainment that successfully produced and
distributed high-end educational entertainment product for children ages 2 years
to 10 years old. Family Store Entertainment was one of the first companies to
penetrate the sell thru video market by way large grocery store chains such as
Albertsons, Safeway, Ralph's and Kroger. In 1993 Mr. Withrow was a principal of
The Withrow Group a Los Angeles based, Entertainment Company that developed and
packaged filmed entertainment. In 1991 Mr. Withrow co-founded and was a
principal in Box Office Partners, a foreign distribution and acquisition fund.
Mr. Withrow spearheaded the capitalization of the funds, Box Office Partners 1,
2, and 3. Prior to this Mr. Withrow worked for a number of financial
institutions; Paine Webber, Sheffield Partners, Common Market Exchange in both,
a retail and investment banking position. Mr. Withrow sits on a number of
technology and media company advisory boards. Mr. Withrow is Chairman and
co-founder of Save Our Children, Inc a, non-profit child abuse awareness
foundation. He is an active member of Planet Hope, Inc a foundation that
addresses the needs of homeless children and women and whose honorary
chairperson is Lee Iacocca. Mr. Withrow attended the University California
Santa Barbara.

Anand Kumar - President (as of July 1, 2002)

   Mr. Kumar has been involved in telecommunications and international
telecommunications for over thirty five years. In January 1999, Mr. Kumar
founded Global TeleSolutions for origination and termination of multiple types
of international telephony and data traffic. Prior to this Mr. Kumar co-founded
an international telecommunications company called Facilicom headquartered in
Washington DC. In addition to establishing multiple switch sites and offices in
more than a dozen foreign locations, Mr. Kumar led a management road show that
raised $300 million in high-yield debt financing. Facilcom was recently sold to
World Access. In 1986 Mr. Kumar co-founded the international telecom company
called Washington International Teleport (WIT). The facility evolved to operate
thirty odd, large satellite antennas on multiple space segments for a diverse
group of customers from MCI to CNN. Mr. Kumar served as the President of WIT
until 1990. Prior to co-founding WIT Mr. Kumar founded and successfully
operated an international consulting company called Communications Strategies
Group, advising foreign telecommunications administrations such as Iceland
Telecom, Andorra Telecom, Cyprus Telecom, Bangladesh Telecom Board, etc. and
domestic carriers such as Comsat RSI, At&T, Sprint, MCI, Startec Global

<PAGE>
Page 20

Telecommunications and various others. During this period Mr. Kumar built a very
successful European based carrier called Esprit (acquired by Global TeleSystems)
and another international teleport, Satellite Media Services, operating out of
the U.K. Prior to these consulting days Mr. Kumar held various managerial
capacities within the Bell operating companies and AT&T. Mr. Kumar was trained
at the undergraduate and graduate levels in the U.S. and was a doctorate
candidate in communications studying under the guidance of professors from MIT
in Cambridge, Mass.

Joseph C. Vigliarolo-Chief Financial Officer (as of July 1, 2002)

   Joseph C. Vigliarolo was a Managing Director of First Interstate Capital,
Inc, a financial service advisory company. Before joining First Interstate
Capital, Mr. Vigliarolo co-founded and was a principal in WEBusinessUSA Inc. a
business to business Internet technology company which is a holder of six
patents. From 1996 to 1998 Mr. Vigliarolo served as Chief Executive Officer and
President of Airstar Technologies, Inc. a subcontractor for Sprint to provide
telecommunication services to military bases throughout the United States. While
at Airstar, Mr. Vigliarolo led a $42 million debt refinancing and raised equity
capital that was necessary to build out the infrastructure at the military bases
to provide telephone services to the single service barracks. The subcontract
duties included switch procurement and installation, running of cable throughout
the base to the barracks and wiring the barracks rooms as well as the
provisioning of local trunks. On going duties included maintenance of service at
the base, technical and customer service and administration. Prior to working at
Airstar, Mr. Vigliarolo had broad managerial and financial experience in
private, public and professional corporations. He was a licensed C.P.A. in New
York with public accounting experience as a Manager at Ernst and Young. Mr.
Vigliarolo graduated Boston College in 1983 with a degree in Accounting.

Ron Hall, Director
Ron Hall is an Executive Vice-President and Co-Founder of DigitalGen, a
developer of computer search engine technology and the successful online
shopping portal BrandNameStores.com. In his current position, Mr. Hall leads
BrandNameStores.com's efforts to attract international vendors to the portal.

Prior to setting up DigitalGen in 1998, Mr. Hall served as a regional manager
for IDG, the world's leading computer book and magazine publisher. In his six
years with IDG, Mr. Hall established himself as a top revenue producer with over
$9 million annually. During his tenure with IDG, Mr. Hall was responsible for
the acquisition of many major corporate accounts including Hewlett Packard, Sun
Microsystems, Intel, Novell and Oracle.

   From 1990 to 1992, Mr. Hall was a Vice-President with The Stillman Group
responsible for representing nine publications in the competitive advertising
marketplace and from 1984 to 1990; Mr. Hall was a district director with the
copier company Pitney Bowes, Inc.


<PAGE>
Page 21

ITEM 10 - Executive Compensation

Summary Compensation Table

The table below shows, for the last fiscal year (and third full fiscal year in
the Company's history), compensation paid to the Company's President and the
most highly paid executive officer serving at fiscal year end. For the fiscal
year ended June 30, 2001, the Company had two executive officers, which received
compensation under certain consulting agreements dated March 15, 1999 and May 1,
1999. The compensation information for these individuals is set forth below.

The following table sets forth compensation information for our fiscal period
ended June 30, 2002:

<TABLE>
<CAPTION>
Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Long Term Compensation
-----------------------------------------------------------------------------------------------------------------------------------
                                                Annual Compensation          Awards                  Payouts
-----------------------------------------------------------------------------------------------------------------------------------
(a)                                  (b)        (c)       (d)      (e)       (f)        (g)         (h)          (i)
Name and Principal                   Year       Salary    Bonus    Other     Restricted  Securities  LTIP         All Other
Position [1]                                    ($)       ($)      Annual    Stock       Underlying  Payouts      Compensation
                                                                   Compen-   Award(s)    Options/    ($)          ($)
                                                                   sation    ($)         SARs (#)
                                                                   ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>       <C>        <C>      <C>           <C>       <C>         <C>
Edward Withrow                       2002       0         5,200 5    0        0             0         0           0
Co-Chief Executive Officer,
President Director
-----------------------------------------------------------------------------------------------------------------------------------
Warren Withrow                       2002       0         5,200 6    0        0             0         0           0
Co-Chief Executive Officer,
Director (resigned- May 2002)
-----------------------------------------------------------------------------------------------------------------------------------
Brian C. Doutaz                      2002       0             0      0        0             0         0           0
President & Director                 2001                                     0
(resigned- October 2001              2000                                     0
                                     1999
-----------------------------------------------------------------------------------------------------------------------------------
Robert Dinning                       2002       0             0      0        0             0         0           0
Treasurer & Director                 2001                                     0
(resigned- August 2001               2000                                     0
                                     1999
-----------------------------------------------------------------------------------------------------------------------------------
Gerald W. Williams                   2001       0             0      0        0             0         0           0
President (resigned -                2000                                     0
December 2000)                       1999                                     0
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[1]   All compensation received by the officers and directors has been
      disclosed.

[2]   These figures represent compensation paid to Mr. Williams and Mr. Doutaz
      pursuant to Consulting Agreements between the Company and said individuals
      dated March 15, 1999 and May 1, 1999 respectively. For more information on

<PAGE>
Page 22

      the consultant compensation paid by the Company to Mr. Williams and.
      Doutaz for the fiscal year ended June 30, 2001, please see Note 7 of the
      Financial Statements attached as an exhibit to the Company's Form 10-KSB
      for fiscal year ended June 30 2001, as filed on October 15, 2001.

[3]   Does not include Mr. Williams' (i) options to acquire 1,300,000 shares of
      common stock at $0.10 per share and (ii) options to acquire 500,000 shares
      of common stock at $0.25 per share. These options were granted pursuant to
      a consulting agreement between the Company and Mr. Williams dated March
      15, 1999. These options expire on the earlier of March 15, 2009; thirty
      days after the termination (except for death or disability) of Mr.
      Williams as a consultant to the company; or, one year after termination
      due to death or disability.

[4]   Does not include Mr. Doutaz's (i) options to acquire 880,000 shares of
      common stock at $0.10 per share and (ii) options to acquire 250,000 shares
      of common stock at $0.25 per share. These options were granted pursuant to
      a consulting agreement between the Company and Mr. Doutaz dated May 1,
      1999. These options expire on the earlier of May 1, 2009; thirty days
      after the termination (except for death or disability) of Mr. Doutaz as a
      consultant to the company; or one year after termination due to death or
      disability.

[5]   On December 17, 2001, pursuant to a consulting agreement with Company, Mr.
      Edward Withrow received options to acquire 500,000 shares of common stock
      at $0.04 per share and options to acquire 200,000 shares of common stock
      at $0.10 per share. The Black-Scholes option price calculation of the fair
      value of these options is $5,200, based on a risk-free interest rate of
      5%, volatility of 30% and a term of 10 years.

[6]   On December 17, 2001, pursuant to a consulting agreement with the Company,
      Mr. Warren Withrow received options to acquire 500,000 shares of common
      stock at $0.04 per share and options to acquire 200,000 shares of common
      stock at $0.10 per share. The Black-Scholes option price calculation of
      the fair value of these options is $5,200, based on a risk-free interest
      rate of 5%, volatility of 30% and a term of 10 years.

Stock Option Plan

   In 1998, 1999 and 2001, the Board of Directors of the Company approved the
1998, 1999 and 2000 Stock Option Plan respectively (the "Plans"). The Plans
provide for the grant of incentive and non-qualified options to purchase up to
9,000,000 shares of common stock to officers, directors, employees, and other
qualified persons that may be selected by the Plan Administrator (which
currently is the Board of Directors). The Plan is intended to help attract and
retain key Company employees and any other persons that may be selected by the
Plan Administrator and to give those persons an equity incentive to achieve the
objectives of the Company's shareholders.

   Incentive stock options may be granted to any individual who, at the time
of grant, is an employee of the Company or any related corporation.
Non-qualified stock options may be granted to employees and to any other persons
that may be selected by the Plan Administrator. The Plan Administrator fixes the
exercise price for options in the exercise of its sole discretion, subject to
certain minimum exercise prices in the case of incentive stock options. Options
will not be exercisable until they vest according to a vesting schedule
specified by the Plan Administrator at the time of grant of the option.

<PAGE>
Page 23


   Options are non-transferable except by will or the laws of descent and
distribution. With certain exceptions, vested but unexercised options terminate
on the earlier of: (i) the expiration of the option term specified by the Plan
Administrator at the date of grant (generally 10 years; or, with respect to
incentive stock options granted to greater-than 10% shareholders, a maximum of
five years); (ii) the date of an employee optionee's termination of employment
or contractual relationship with the Company or any related corporation for
cause; (iii) the expiration of three months from the date of an optionee's
termination of employment or contractual relationship with the Company or any
related corporation for any reason, other than cause, death or disability; or
(iv) the expiration of one year from the date of death of an optionee or
cessation of an optionee's employment or contractual relationship by death or
disability. Unless accelerated in accordance with the Plan, unvested options
terminate immediately on termination of employment of the optionee by the
Company for any reason whatsoever, including death or disability.

Option Grants In The Last Fiscal Year

   During the fiscal year ended June 30, 2002, options were granted to the
Named Executive Officers as follows:

--------------------------------------------------------------------------------
Name                Number of Shares         Date of Grant     Date of Expiry
                    Under Option
--------------------------------------------------------------------------------
Edward Withrow           700,000              December 2001     December 2012
--------------------------------------------------------------------------------
Warren Withrow           700,000              December 2001     May 2004
--------------------------------------------------------------------------------
TOTAL                  1,400,000
--------------------------------------------------------------------------------

Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values

  During the last fiscal year, between October 2001 and June 2002, Frank Rigney
exercised options for a total of 272,000 common shares at a price of $0.25 per
share, and Robert Dinning exercised options for a total of 200,000 common shares
of which 100,000 were at a price of $0.10 per share and 100,000 were at a price
of $0.25 per share and Brian Doutaz exercised options for a total of 100,000
shares at a price of $0.10 per share.

Report of the Board of Directors on Executive Compensation

   During 1999, the Board of Directors was responsible for establishing
compensation policy and administering the compensation programs of the Company's
executive officers.

   The amount of compensation paid by the Company to each of its directors and
officers and the terms of those persons' employment is determined solely by the
Board of Directors, except as otherwise noted below. The Company believes that
the compensation paid to its directors and officers is fair to the Company.

   In the past, Gerald W. Williams, the former President, has negotiated all
executive salaries on behalf Of the Company. The Board of Directors believes
that the use of direct stock awards is at times appropriate for employees, and
in the future intends to use direct stock awards to reward outstanding service

<PAGE>
Page 24

to the Company or to attract and retain individuals with exceptional talent and
credentials. The use of stock options and other awards is intended to strengthen
the alignment of interests of executive officers and other key employees with
those of the Company's stockholders.

Compensation of Chief Executive Officer

   Gerald W. Williams, former President, received compensation as a consultant
for his services under a consulting agreement between the Company and Mr.
Williams dated March 15, 1999.

   Mr. Williams received two options to acquire an aggregate of 1,000,000
shares of the Company's common stock in the previous fiscal year ended June 30,
1999. See "Summary Compensation Table - Footnote 2." Mr. Williams resigned as a
director and as President on December 08, 2000. His Consulting Agreement was
mutually cancelled on October 31, 2001 For the fiscal year ending June 30, 2002,
Mr. Williams will not be entitled to receive further options to purchase common
stock of the Company under the Company's 1998, 1999 and 2000 Stock Option Plans.

   Brian C. Doutaz became President of the Company on December 08, 2001 and
received compensation as a consultant for his services under a consulting
agreement between the Company and Mr. Doutaz dated May 01, 1999 for the period
July 01 to October 31, 2000.

   Mr. Doutaz received two options to acquire an aggregate of 500,000 shares
of the Company's common stock in the previous fiscal year ended June 30, 1999.
See "Summary Compensation Table - Footnote 2." Said Consulting Agreement was
mutually cancelled on October 31, 2001 For the fiscal year ending June 30, 2002,
Mr. Doutaz will not be entitled to receive further options to purchase common
stock of the Company under the Company's 1998, 1999 and 2000 Stock Option Plans.

In September 2001, the Company's Board of Directors approved consulting
agreements with Edward W. Withrow III and Warren K. Withrow for
consulting/employment agreements paying $3,500 cash per month and options to
purchase up to 1,800,000 shares of common stock. These options were
subsequently reduced to 700,000 shares in December 2001 and the cash value of
services will be $10,000 per month, but will not begin until April 2002. The
compensation under these agreements are currently being renegotiated and no
compensation has been paid through June 30, 2002. On May 16, 2002 Mr. Warren K.
Withrow resigned as an officer and as a director of the Company.

   The Company does not intend to pay its directors compensation for the
fiscal year ended June 30, 2002. However, the Company may issue stock options to
directors and executive officers in the fiscal year ending June 30, 2003.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The information set forth under the captions "Securities Ownership of
Certain Beneficial Owners" and "Securities Ownership of Management" in the Proxy
Statement to be filed with the Securities and Exchange Commission on Schedule
14A on or before November 06, 2001 is incorporated herein by reference.

<PAGE>
Page 25

   The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of June 30, 2002 by: (i) each
person known to the Company to own more than five percent (5%) of any class of
the voting securities; (ii) each of the directors; and (iii) all of the
directors and officers as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.

--------------------------------------------------------------------------------
                      Amount and                                    Percent
Name and Address      Nature of                                     of Class [1]
of Beneficial Owner   Beneficial Owner   Position
--------------------------------------------------------------------------------
Edward Withrow          5,545,000 [2]     President, Chief             30.13%
                                          Executive Officer and a
                                          member of the Board of
                                          Directors
--------------------------------------------------------------------------------
Warren Withrow [3]      3,100,000 [2]                                  16.84%
--------------------------------------------------------------------------------
All officers and        5,545,000                                      30.13%
Directors as a Group
(1 Person)
--------------------------------------------------------------------------------

[1]   Based on an aggregate 17,703,667 shares outstanding as of June 30, 2002.

[2]   Includes (i) options to acquire 500,000 shares of our common stock at
      $0.04 per share and (ii) options to acquire 200,000 shares of our common
      stock at $0.10 per share, which are immediately exercisable.

[3]   On May 16, 2002 Warren Withrow resigned from the Board of Directors and as
      an Officer of the Company

   The Company may issue additional options to the Directors and Executive
Officers in the fiscal year ending June 30, 2003.

   However, the Company is not aware of any arrangement, which might result in
a change in control in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

   Federal securities laws require the Company's directors and executive
officers and persons who own more than 10% of the Company's common stock to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of any securities of the Company.

   To the Company's knowledge all of the Company's directors, executive
officers, and greater-than-10% beneficial owners made all required filings on a
timely basis for the fiscal year ended June 30, 2002.

<PAGE>
Page 26

ITEM 12 - Certain Relationships and Related Transactions

   The information set forth under the caption "Certain Relationships and
Related Transactions between Management and the Company" in the Proxy Statement
to be filed with the Securities and Exchange Commission on Schedule 14A on or
before November 06, 2001 is incorporated herein by reference.

   During 2002, the Company paid only those salaries and other compensation to
its Named Executive Officers as set forth under the heading "Executive
Compensation."


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

   The Company incorporates by reference Form 8-K filed with the Securities
and Exchange Commission on August 20, 2001.


Exhibits

   The following Exhibits are incorporated herein by reference from the
Registrant's Form 10SB Registration Statement filed with the Securities and
Exchange Commission, SEC file #000-27259 on September 7, 1999. Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32:

--------------------------------------------------------------------------------
Exhibit   Description
Number
--------------------------------------------------------------------------------
3.1       Articles of Incorporation of Reward Enterprises, Inc. filed on
          December 12, 1997.
--------------------------------------------------------------------------------
3.1       Amendment to Articles of Incorporation
--------------------------------------------------------------------------------
3.2       Bylaws of Reward Enterprises, Inc.
--------------------------------------------------------------------------------
10.1      Software License Agreement between Chartwell Technology Inc. and
          Reward Enterprises, Inc. dated June 15, 1999 regarding licensing of
          software for "Casino Reward" Internet site
--------------------------------------------------------------------------------
99.1      Consulting Agreement by and Between Reward Enterprises, Inc. and
          Gerald W. Williams dated March 15, 1999.
--------------------------------------------------------------------------------
99.2      Consulting Agreement by and between Reward Enterprises, Inc. and
          Brian C. Doutaz dated May 1, 1999.
--------------------------------------------------------------------------------
99.3      Consulting Agreement by and between Reward Enterprises, Inc. and Frank
          J. Rigney dated May 1, 1999.
--------------------------------------------------------------------------------
99.4      Reward Enterprises, Inc. 1999 Stock Option Plan.
--------------------------------------------------------------------------------

   The following Exhibits are incorporated herein by reference from the
Registrant's Form 10SB Registration Statement filed with the Securities and
Exchange Commission, SEC file #333-51460 on December 8, 2000. Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32:

<PAGE>
Page 27

--------------------------------------------------------------------------------
Exhibit   Description
Number
--------------------------------------------------------------------------------
99.5      Reward Enterprises, Inc. 2000 Stock Option Plan.
--------------------------------------------------------------------------------

   The Company incorporates by reference, its entire definitive proxy
statement filed with the Securities and Exchange Commission on August 8, 2001
and its entire Form 8-K filed with the Securities and Exchange Commission on
August 20, 2001.

   The following exhibits are incorporated herein:

--------------------------------------------------------------------------------
Exhibit   Description
Number
--------------------------------------------------------------------------------
10.2      Mutual Release and Termination Agreement.
99.6      Share Purchase Agreement
--------------------------------------------------------------------------------

<PAGE>
Page 28

                                  SIGNATURES

   In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

   Dated this 30th day of September, 2002.

--------------------------------------------------------------------------------
                               REWARD ENTERPRISES, INC.
                               BY:   /s/ Edward Withrow
                                     ___________________________________________
                                     Edward Withrow, Chief Executive Officer
--------------------------------------------------------------------------------


   In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

--------------------------------------------------------------------------------
Signature                             Title                   Date
--------------------------------------------------------------------------------
/s/ Edward Withrow        Chief Executive Officer and member  September 30, 2002
------------------------
Edward Withrow            of the Board of Directors
--------------------------------------------------------------------------------

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


/s/ Edward Withrow
------------------------
Edward Withrow            Chief Executive Officer, and         September 30,2002
                          Director (Principal Executive Officer)
/s/ Ron Hall
------------------------
Ron Hall                  Secretary and Director               September 30,2002

<PAGE>
Page 29


Certification:

I, Edward Withrow, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Reward Enterprises
     Inc;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):
     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: September 30, 2002


                                             /s/ Edward Withrow
                                             --------------------
                                             Edward Withrow
                                             Chief Executive Officer

<PAGE>



                                 REWARD ENTERPRISES, INC.
                              (A Development Stage Company)
                                      June 30, 2002










                                WILLIAMS & WEBSTER P.S.
                            Certified Public Accountants
                          Bank of America Financial Center
                            601 W. Riverside, Suite 1940
                                  Spokane, WA 99201
                                     (509) 838-5111

<PAGE>

                             REWARD ENTERPRISES, INC.
                          (A Development Stage Company)

                                 TABLE OF CONTENTS



INDEPENDENT AUDITOR'S REPORT                                                  1

CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets                                             2

      Consolidated Statements of Operations and Comprehensive Loss            3

      Consolidated Statement of Stockholders' Equity                          4

      Consolidated Statements of Cash Flows                                   5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                    6

PROFORMA COMBINED FINANCIAL STATEMENTS                                       18

PROFORMA BALANCE SHEET                                                       19

PROFORMA STATEMENT OF OPERATIONS AND
   COMPREHENSIVE LOSS FOR 2001                                               20

PROFORMA STATEMENT OF OPERATIONS AND
   COMPREHENSIVE LOSS FOR 2002                                               21

NOTES TO THE PROFORMA COMBINED FINANCIAL STATEMENTS                          22

<PAGE>
Page F-1




The Board of Directors
Reward Enterprises, Inc.
Santa Monica, California


                                  INDEPENDENT AUDITOR'S REPORT
                                  ----------------------------

We have audited the accompanying consolidated balance sheets of Reward
Enterprises, Inc. (a development stage company) as of June 30, 2002 and 2001,
and the related consolidated statements of operations and comprehensive loss,
stockholders' equity and cash flows for the years then ended and from December
12, 1997 (inception) to June 30, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Reward Enterprises,
Inc. as of June 30, 2002 and 2001, and the results of its operations and its
cash flows for the years then ended and from December 12, 1997 (inception) to
June 30, 2002 in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 2, the Company has no revenues and has sustained losses
since inception. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, WA
September 23, 2002


<PAGE>
Page F-2

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

                                                      June 30,       June 30,
                                                        2002           2001
                                                  -------------   -------------
ASSETS
   CURRENT ASSETS
     Cash and cash equivalents                    $      24,717   $       5,448
     Accounts receivable, related party                  26,000            -
     Notes receivable                                      -            140,000
                                                  -------------   -------------
        TOTAL CURRENT ASSETS                             50,717         145,448
                                                  -------------   -------------

   PROPERTY AND EQUIPMENT
     Computer hardware                                     -              1,985
     Website                                            145,979            -
     Accumulated depreciation and amortization          (19,464)           (794)
                                                  -------------   -------------
        TOTAL PROPERTY AND EQUIPMENT                    126,515           1,191
                                                  -------------   -------------

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

        TOTAL ASSETS                              $   2,277,232   $     146,639
                                                  =============   =============

LIABILITIES & STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable                             $      15,064   $        -
     Interest payable                                       690            -
     Notes payable, net of discount                      28,000            -
     Loans payable, related party                          -              1,500
                                                  -------------   -------------
        TOTAL CURRENT LIABILITIES                        43,754           1,500
                                                  -------------   -------------

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

   STOCKHOLDERS' EQUITY
     Common stock, 200,000,000 shares authorized,
       $0.001 par value; 17,703,667 and
         16,470,000 shares
       issued and outstanding, respectively              17,704          16,470
       Additional paid-in capital                     2,892,861         581,480
       Stock options                                     14,400            -
       Accumulated deficit during development stage    (691,487)       (452,565)
       Accumulated other comprehensive loss                -               (246)
                                                  -------------   -------------
        TOTAL STOCKHOLDERS' EQUITY                    2,233,478         145,139
                                                  -------------   -------------

        TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                    $   2,277,232   $     146,639
                                                  =============   =============

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


<PAGE>
Page F-3

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

<TABLE>
<CAPTION>
                                                                                             December 12,
                                                                                                 1997
                                                                                              (Inception)
                                                Year Ended             Year Ended               Through
                                                  June 30,               June 30,               June 30,
                                                    2002                   2001                   2002
                                               -------------          -------------           -------------
<S>                                            <C>                    <C>                     <C>
R E V E N U E S                                $        -             $        -              $        -
                                               -------------          -------------           -------------

E X P E N S E S
   Consulting fees                                      -                    53,138                 267,138
   General and administrative                         60,053                 15,254                  83,695
   Legal and professional fees                        61,445                 37,075                 156,328
   Travel and entertainment                           11,807                  4,136                  34,916
   Depreciation and amortization                      19,596                  1,637                  23,230
   Research and development                           83,330                   -                     83,330
   Loss on impairment of asset                          -                    65,160                  65,160
                                               -------------          -------------           -------------
      TOTAL OPERATING EXPENSES                       236,231                176,400                 713,797
                                               -------------          -------------           -------------

OTHER INCOME AND EXPENSE
   Interest expense                                    2,690                   -                      2,690
   Gain from debt forgiveness                           -                   (25,000)                (25,000)
                                               -------------          -------------           -------------
      TOTAL OTHER EXPENSE                              2,690                (25,000)                (22,310)
                                               -------------          -------------           -------------

LOSS BEFORE INCOME TAXES                            (238,921)              (151,400)               (691,487)

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

NET LOSS                                            (238,921)              (151,400)               (691,487)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain (loss)              246                    (60)                   -
                                               -------------          -------------           -------------

COMPREHENSIVE LOSS                             $    (238,675)         $    (151,460)          $    (691,487)
                                               =============          =============           =============


BASIC AND DILUTED
   NET LOSS PER COMMON SHARE                   $       (0.02)         $       (0.02)
                                               =============          =============

WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK SHARES OUTSTANDING                14,856,778              9,914,250
                                               =============          =============
</TABLE>

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


<PAGE>
Page F-4

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                              Stock    Accumulated    Accumulated
                              Common Stock                                   Options  Deficit During     Other           Total
                         ----------------------
                           Number                 Additional  Subscriptions     and      Development   Comprehensive  Stockholders'
                         of Shares       Amount     Paid-In     Receivable    Warrants      Stage       Income(Loss)     Equity
                         ----------    ---------   ---------   -----------    ---------   ---------     -----------    -----------
<S>                      <C>           <C>         <C>         <C>            <C>         <C>           <C>            <C>
Issuance of common
  stock in April 1998
  for services valued
  at $0.01 per share       1,000,000   $   1,000   $    9,000   $   (10,000)  $     -      $     -      $      -        $     -

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

Balance, June 30, 1998     1,000,000       1,000        9,000       (10,000)        -         (10,000)         -           (10,000)

Issuance of common
  stock in May 1999
  for cash at an average
  of $0.10 per share       1,715,000       1,715      169,785          -            -            -             -           171,500

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

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

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

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

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

Foreign currency
  translation gain              -           -            -             -            -            -               29             29
                         -----------   ---------   ----------   -----------   ----------   ----------   -----------     ----------

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

Issuance of common
  stock in October 2000
  for cash at $0.001
  per share               10,000,000      10,000         -             -            -            -             -            10,000

Issuance of common
  stock in October 2000
  for payment on loans
  payable at $0.001
  per share                  200,000         200         -             -            -            -             -               200

Stock options exercised
  at an average of $0.10
  per share in exchange
  for consulting fees      2,230,000       2,230      222,770          -            -            -             -           225,000

Stock options exercised
  at an average of $0.14
  per share in exchange
  for cash                 1,325,000       1,325      179,925          -            -            -             -           181,250

Loss for the year ended
  June 30, 2001                 -           -            -             -            -        (151,401)         -          (151,401)

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

Balance, June 30, 2001    16,470,000      16,470      581,480          -            -        (452,566)         (246)       145,138

Common stock issued
  in merger with
  Q-Presents, Inc. at
  $0.35 per share          6,000,000       6,000    2,094,000          -            -            -             -         2,100,000

Common stock cancelled
  as part of merger
  with Q-Presents,
  Inc.                   (10,200,000)    (10,200)      10,200          -            -            -             -              -

Stock options exercised
  at an average of $0.175
  per share in exchange
   for cash                  572,000         572      112,428          -            -            -             -           113,000

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

Issuance of common stock
  in exchange for
  services at $0.005
  per share               2,945,000       2,945        11,780          -            -            -             -            14,725

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

Issuance of common stock
  in January and March
  2002 for cash at an
  average of $0.15
  per share                 660,000         660        30,840          -            -            -             -            31,500

Issuance of stock
  warrants attached
  to promissory notes
  in May 2002                  -           -             -             -           4,000         -             -             4,000

Issuance of common stock
  in May and June
  2002 for cash at an
  average of $0.12
  per share                 366,667         367        52,133          -            -            -             -            52,500

Foreign currency
  translation gain             -           -            -              -            -            -              246            246

Loss for the year
  ended June 30, 2002          -            -           -              -            -        (238,921)         -          (238,921)
                         -----------   ---------   ----------   -----------   ----------   ----------   -----------     ----------

Balance, June 30, 2002    17,703,667   $  17,704   $2,892,861   $      -      $   14,400   $ (691,487)  $      -        $2,233,478
                         ===========   =========   ==========   ===========   ==========   ==========   ===========     ==========
</TABLE>

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


<PAGE>
Page F-5

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

<TABLE>
<CAPTION>
                                                                                             December 12,
                                                                                                 1997
                                                                                              (Inception)
                                                Year Ended             Year Ended               Through
                                                  June 30,               June 30,               June 30,
                                                    2002                   2001                   2002
                                               -------------          -------------           -------------
<S>                                            <C>                    <C>                     <C>
Cash Flows From Operating Activities:
   Net loss                                    $    (238,921)         $    (151,400)          $    (691,487)
   Adjustments to reconcile net loss
     to net cash used by operating activities:
   Depreciation and amortization                      19,464                  1,637                  23,098
   Loss on impairment                                   -                    65,160                  65,160
   Gain on forgiveness of debt                          -                   (25,000)                (25,000)
   Services provided in exchange for stock            14,725                   -                     24,725
   Stock issued in exchange for payables                -                      -                     10,000
   Stock options issued for compensation              14,400                   -                     14,400
   Discount on note payable                           (2,000)                  -                     (2,000)
   Changes in assets and liabilities:
     Other assets                                       -                      -                    (60,000)
     Accounts receivable, related party              (26,000)                  -                    (26,000)
     Accounts payable                                    123                 39,500                  85,124
     Accrued expenses                                    690                   -                    155,690
                                               -------------          -------------           -------------
   Net cash used by operating activities            (217,519)               (70,103)               (426,290)
                                               -------------          -------------           -------------

Cash Flows From Investing Activities:
   Changes to property and equipment                   1,059                   -                     (8,926)
   Decrease (increase) in loans receivable              -                  (140,000)               (140,000)
   Cash from merger acquisition                        9,093                   -                      9,093
                                               -------------          -------------           -------------
   Net cash provided (used) by investing
     activities                                       10,152               (140,000)               (139,833)
                                               -------------          -------------           -------------

Cash Flows From Financing Activities:
   Proceeds from related party loans                    -                     1,500                   3,600
   Payment on related party loans                     (1,500)                (3,400)                 (3,400)
   Proceeds from promissory notes                     30,000                   -                     30,000
   Issuance of stock                                 197,890                191,250                 560,640
                                               -------------          -------------           -------------
   Net cash provided by financing activities         226,390                189,350                 590,840
                                               -------------          -------------           -------------

Net increase (decrease) in cash and cash
  equivalents                                         19,023                (20,753)                 24,717

   Foreign currency translation gain (loss)              246                    (60)                   -

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

Cash and cash equivalents, end of period       $      24,717          $       5,448           $      24,717
                                               =============          =============           =============

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

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
   Services exchanged for common stock         $      14,725          $        -              $      24,725
   Subscribed stock in exchange for payables   $        -             $        -              $      10,000
   Payables exchanged for shares of stock      $        -             $     160,000           $     160,000
   Stock issued in payment of loans payable    $        -             $         200           $         200
   Stock issued for accrued consulting fees    $        -             $      65,000           $      65,000
   Stock options issued for compensation       $      14,400          $        -              $      14,400
   Stock issued for subsidiary                 $   2,100,000          $        -              $   2,100,000
   Website acquired through merger             $     145,979          $        -              $     145,979

</TABLE>

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


<PAGE>
Page F-6

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Reward Enterprises, Inc. (hereinafter "the Company"), was incorporated on
December 12, 1997, under the laws of the State of Nevada primarily for the
purpose of offering interactive online internet entertainment and game playing.
On August 15, 2001, the Company entered into a merger agreement with Q Presents,
Inc., which was incorporated in the state of California for the purpose of
providing innovative event management and marketing automation solutions to take
advantage of the meeting, hotel, trade show and convention industries. At the
time of the merger, the Company changed its focus to match that of Q Presents,
Inc.

The Company will generate revenue through licensing its "Q" automated event
management services and related supported offerings; licensing its intranet and
online services; sales of dedicated advertising; sales of related merchandise;
and its promotion and publicity services.

Since the merger, the Company has focused on the development of its business
plan. The Company's new management has recently entered into the specialized
international communications market to provide international voice, internet
access, and global network services to corporate clients, communication carriers
and internet service providers. The Company will utilize the web based platform
that was originally intended as an event registration and automation solution
for its telecommunication business.

The Company's year end is June 30.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Reward Enterprises, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
financial statements.

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

Basic and Diluted Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per-share were the same, as the inclusion of common stock equivalents would be
anti-dilutive.

<PAGE>
Page F-7

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

As shown in the accompanying financial statements, the Company incurred net
losses of $238,921 for the year ended June 30, 2002. The Company is currently
putting technology in place that will, if successful, mitigate this factor that
raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

Management plans to seek additional capital through a public offering of its
stock that will provide the funds needed to increase liquidity, fund internal
growth and fully implement its business plan.

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

Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109 "Accounting for Income Taxes." Under this approach, deferred
income taxes are recorded to reflect the tax consequences on future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end. A valuation allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard imposed by SFAS No. 109 to allow recognition of such
an asset.

At June 30, 2002, the Company had net deferred tax assets of approximately
$169,000 principally arising from net operating loss carryforwards for income
tax purposes. As management of the Company cannot determine that it is more
likely than not that the Company will realize the benefit of the net deferred
tax asset, a valuation allowance equal to the net deferred tax asset has been
established at June 30, 2002.

At June 30, 2002, the Company has net operating loss carryforwards of
approximately $691,000, which expire in the year through 2022.

Use of Estimates
----------------
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts.

<PAGE>
Page F-8

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impaired Asset Policy
---------------------
In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144 replaces SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." This new standard establishes a single accounting
model for long-lived assets to be disposed of by sale, including discontinued
operations. SFAS No. 144 requires that these long-lived assets be measured at
the lower of carrying amount or fair value less cost to sell, whether reported
in continuing operations or discontinued operations. This statement is
effective beginning for fiscal years after December 15, 2001, with earlier
application encouraged. The Company adopted SFAS No. 144 and does not believe
that the adoption will have a material impact on the financial statements of the
Company at June 30, 2002.

The Company has recorded an impairment to its software license website and
computer hardware of $65,160 during the year ended June 30, 2001, effectively
reducing the recorded amount of these assets to $1,191 at June 30, 2001. As of
June 30, 2002, the Company had not impaired any other assets.

Web Site Development
--------------------
The Company has adopted SOP 98-1 as amplified by EITF 00-2, "Accounting for Web
Site Development Costs." In accordance with this adoption, the Company has
capitalized web site development costs. During the year ended June 30, 2002,
the Company capitalized $145,979 for web site development costs, which were
acquired in the merger. In November 2001, the Company began amortizing the web
site costs using the straight-line method over a five year expected life for a
total amortization of $19,464 at June 30, 2002.

Derivative Instruments
----------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities", which is effective for the Company as of January 1,
2001. This standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the consolidated
balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.

<PAGE>
Page F-9

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Instruments (Continued)
----------------------------------
Historically, the Company has not entered into derivatives contracts to hedge
existing risks or for speculative purposes.

At June 30, 2002, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.

Compensated Absences
--------------------
The Company currently does not have a policy regarding accruals of compensated
absences. The Company intends to expense these costs as incurred.

Accounting Pronouncements
-------------------------
In June 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 146," Accounting for Costs Associated with
Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 addresses
significant issues regarding the recognition, measurement , and reporting of
costs associated with exit and disposal activities, including restructuring
activities. SFAS No. 146 also addresses recognition of certain costs related to
terminating a contract that is not a capital lease, costs to consolidate
facilities or relocate employees, and termination benefits provided to employees
that are involuntarily terminated under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 was issued in June 2002 and is not
yet effective, the impact on the Company's financial position or results of
operations from adopting SFAS No. 146 has not been determined.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
which updates, clarifies and simplifies existing accounting pronouncements.
FASB No. 44, which required all gains and losses from the extinguishment of debt
to be aggregated and, if material, classified as an extraordinary item, net of
related tax effect was rescinded, as a result, FASB 64, which amended FASB 4,
was rescinded as it was no longer necessary. SFAS No. 145 amended FASB No. 13
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.
Management has not yet determined the effects of adopting this Statement on the
financial position or results of operations, except for the reclassification of
debt forgiveness for the year ended June 30, 2001.

<PAGE>
Page F-10

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements (Continued)
-------------------------------------
In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS No. 143). SFAS No. 143 establishes guidelines related to the
retirement of tangible long-lived assets of the Company and the associated
retirement costs. This statement requires that the fair value of a liability
for an asset retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived assets. This statement is effective for financial statements issued
for the fiscal years beginning after June 15, 2002 and with earlier application
encouraged. The Company adopted SFAS No. 143 and does not believe that the
adoption will have a material impact on the financial statements of the Company.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 141 provides for the
elimination of the pooling-of-interests method of accounting for business
combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142
prohibits the amortization of goodwill and other intangible assets with
indefinite lives and requires periodic reassessment of the underlying value of
such assets for impairment. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. September 1, 2001, the Company adopted SFAS
No. 142. Application of the nonamortization provision of SFAS No. 142 resulted
in no change to reported earnings at June 30, 2002.

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

Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to the fiscal 2002
presentation.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Q Presents, Inc., after elimination of the
intercompany accounts and transactions.


<PAGE>
Page F-11

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 3 - ACQUISITIONS

On August 15, 2001, Reward Enterprises, Inc. acquired Q Presents, Inc. with the
issuance of 6,000,000 shares of common stock in exchange for all of the
outstanding common stock of Q Presents, Inc. This transaction had an accounting
date of August 31, 2001, which was the date that the transaction was final. The
value of the stock issued at the fair market price of $0.35 per share was
$2,100,000.

The purchase price of Q Presents, Inc. was $2,100,000, determined by the fair
market value of Reward's stock. The net book deficit of assets acquired was
$105,588. The assets and liabilities acquired were as follows as of August 31,
2001:


                     Cash in bank                       $    9,093
                     Accounts receivable officer                96
                     Website                                43,000
                                                        ----------
                        Total Assets                    $   52,189
                                                        ==========


                     Accounts payable                   $   15,169
                     Interest payable to Reward              2,601
                     Note payable to Reward                140,000
                                                        ----------
                        Total Liabilities                  157,777
                                                        ==========

                     Liabilities in excess of assets    $  105,588
                                                        ==========

After the elimination of $2,601 of interest owed between the companies, as part
of the acquisition transaction, $102,987 was allotted to the value of the
website based upon costs expensed during the website's development. The balance
of the purchase price was allocated to goodwill that was acquired in the merger.
Pursuant to the acquisition, Q Presents, Inc. became a wholly owned subsidiary
of the Company.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. The useful
lives of property and equipment for purposes of computing depreciation is five
years. The computer equipment in the Company's Vancouver office was abandoned
when the Company moved to the Q Presents offices in California. The Company
deemed this remaining book value of $1,059 to be an office expense for the
quarter ending September 30, 2001.

Depreciation expense of $132 has been recognized for the period ended June 30,
2002.

<PAGE>
Page F-12

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 5 - GOODWILL

The Company acquired goodwill in the acquisition of Q Presents, Inc. (See Note
3). This goodwill will be accounted for in accordance with SFAS No. 142 (See
Note 2). The Company will periodically review this asset for possible
impairment. At June 30, 2002 it was determined the asset was not impaired.


NOTE 6 - COMMON STOCK

Upon incorporation, subscriptions for 10,000,000 shares of common stock were
issued at $0.01 per share for $10,000. In July 1999, the Company's board of
directors authorized a 1 for 10 reverse stock split. This decreased the number
of issued and outstanding shares to 1,000,000 and the par value of the stock to
$0.001 per share. All financial statement information herein has been changed
to reflect this stock split.

Additional share issuances under Regulation D, Rule 504, include 1,400,000
common shares at $0.01 and 315,000 common shares at $0.50 per share, for total
proceeds of $171,500.

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

During October 2000, 10,000,000 common stock shares were issued at $0.001 per
share for cash proceeds of $10,000 which gave the officer involved a 64%
ownership in the Company. An additional 200,000 common stock shares were issued
at $0.001 per share to satisfy a note payable. The 10,200,000 shares issued in
these transactions were cancelled in accordance with the terms of the agreement
to acquire Q Presents, Inc. (See Note 3).

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

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

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

Between October and December 2001, 572,000 options for common stock were
exercised. Two hundred thousand of the options were for cash at $0.10 per share
and 372,000 options were for cash at $0.25 per share for which the Company
received $103,000.

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

<PAGE>
Page F-13

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 6 - COMMON STOCK (Continued)

Between January and March 2002, the Company issued an additional 660,000 shares
of common stock to three investors in consideration of $31,500.

In April 2002, the Company issued 2,945,000 shares of common stock for services
in the amount of $14,725.

In May and June of 2002, the Company issued 366,667 shares of common stock for
cash in the amount of $52,500.


NOTE 7-STOCK OPTIONS AND WARRANTS

In September 1998, the Company adopted the Reward Enterprises, Inc. 1999
Directors and Officers Stock Option Plan, a non-qualified plan. During 1999,
the Company granted 2,500,000 common stock options for the services of
consultants. The options issued include negotiation rights and begin vesting in
June 1999, with 25% of the eligible shares vesting each year until the
recipients are fully vested in their shares.

The Company entered into consulting agreements with three directors of the
Company, whereby two of the directors would each receive $5,000 per month and
1,000,000 common stock options (with half exercisable at $0.10 per share and
half exercisable at $0.25 per share) and the other director would receive $2,500
per month and 500,000 common stock options (with half exercisable at $0.10 per
share and half exercisable at $0.25 per share). These consulting agreements
were terminated effective October 31, 2000. All options related to these
agreements expire April 30, 2009. At March 2001, a total of 630,000 options
were exercised in exchange for accrued consulting fees due to them of $65,000.

On October 16, 2000, the Company adopted the 2000 Stock Option Plan, a
non-qualified plan, that allows the Company to distribute up to 7,000,000 shares
of common stock to directors, officers and employees. Stock options of 200,000
were granted to a consultant. The exercise price of these options is $0.10 per
share for the first 100,000 options and $0.25 per share for the balance of
100,000 options. These options will expire September 30, 2009. During November
2000, 2,230,000 options were granted with an exercise price of $0.10 per share,
in settlement of consulting fees with an expiration date of April 30, 2001.
During the year ending June 30, 2001 a total of 3,455,000 options were
exercised.

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation. The following assumptions were made in
estimating fair value: Risk-free interest rate of 5% and expected life of ten
years. A minimum volatility of 30% was used and resulted in no adjustment to
compensation.

<PAGE>
Page F-14

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002


NOTE 7-STOCK OPTIONS AND WARRANTS (Continued)

Between October and December 2001, options to purchase 572,000 shares of common
stock were exercised and the Company received $103,000.

In December 2001, as part of the employment agreements with Mr. Edward Withrow
III and Mr. Warren K. Withrow, the Company issued stock options for 1,000,000
shares with exercised prices of $0.04 per share and 400,000 shares with
exercised prices of $0.10 per share. The Black-Scholes option price calculation
of the fair value of these options is $10,400, based upon a risk-free interest
rate of 5%, volatility of 30% and a term of 10 years.

The Company signed an agreement with SBI USA a member of Softbank Investment
Group in February, 2002. (See Note 10). This agreement included 3,000,000
warrants for purchase of 3,000,000 shares of common stock with exercise prices
of $0.50, $0.75, and $1.00 per share. In May of 2002, the Company attached
500,000 warrants for an equal number of shares of common stock to promissory
notes that were issued. (See Note 10). The warrants have exercise prices from
$0.05 to $0.10 per share. The Company also attached 40,000 warrants to various
issuances of common stock in June 2002. The holders of the warrants may
purchase an equal number of common stock shares at exercise prices from $0.25 to
$0.45 per share. These warrants were valued using the Black-Scholes option
price calculator using a risk-free interest rate of two percent, volatility of
70%, a term of one year, and either an equity price of $0.05 or $0.12 depending
on the date of issuance. It was determined that the 400,000 warrants attached
to one of the promissory notes had a value of $4,000.

<PAGE>
Page F-15

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 7-STOCK OPTIONS AND WARRANTS (Continued)

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

                                                                      Weighted
                                                      Number           Average
                                                        Of            Exercise
                                                      Shares            Price
                                                   ------------     ------------
           Outstanding at 7-1-2000                   2,500,000         $ 0.18
           Granted                                   2,330,000           0.10
           Exercised                                (3,455,000)          0.11
           Forfeited                                      -               -
                                                   ------------     ------------
           Outstanding at 6-30-2001                  1,375,000         $ 0.18
                                                   ============     ============

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

           Outstanding at 6-30-2001                  1,375,000         $ 0.18
           Granted                                   1,400,000           0.06
           Exercised                                  (572,000)          0.20
           Forfeited                                  (400,000)          0.25
                                                   ------------     ------------
           Outstanding at 6-30-2002                  1,803,000         $ 0.10
                                                   ============     ============

           Options exercisable at 6-30-2002          1,803,000
                                                   ============
           Weighted average fair value of options granted
            during the year ended June 30, 2002                        $ 0.01
                                                                    ============

NOTE 8 - RELATED PARTIES

Certain consultants who received common stock options under the Company's
non-qualified stock option plan are the Company's directors and stockholders.
(See Note 6). Until October 2001, an associate of a director of the Company
provided office space to the Company in exchange for services provided by the
director. The value of this space was considered to be $2,000 per month and was
considered to be a loan from the director at that time.

In September 2001, the Company's board of directors approved consulting
agreements with Edward W. Withrow III and Warren K. Withrow for
consulting/employment agreements paying them each $3,500 cash per month and
options to purchase up to 1,800,000 shares of common stock. These options were
subsequently reduced to 700,000 shares in December 2001 and the cash value of
services was increased to $10,000 per month, which was to begin until April
2002, however, as of June 30, 2002 no compensation has been paid, and the
agreements are being renegotiated.

<PAGE>
Page F-16

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 8 - RELATED PARTIES (Continued)

During the year ended June 30, 2002 the Company extended salary draws to
officers for a total of $26,000. The Company has yet to finalize compensation
agreements with its officers, but has plans to do so in the very near future.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

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

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

In February 2002 the Company entered into a non-exclusive financial advisory
contract with SBI USA a member of Softbank Investment Group. In consideration
for the services of SBI, the Company is obligated to pay a $12,500 retainer
which becomes due and payable upon funding the Company's $500,000 promissory
note. The Company also granted common stock warrants pursuant to this
agreement. (See Note 7). At June 30, 2002 the Company has not paid any of the
retainer, and has not received any funding from the issuance of the
aforementioned promissory note.


NOTE 10 - LOANS PAYABLE

From time to time the Company receives funds from related parties in the form of
loans. These are recorded as unsecured, non-interest bearing, short-term loans,
payable upon demand. At June 30, 2002 there were no related party loans
outstanding.

The Company issued two convertible promissory notes for a total of $30,000 in
May of 2002. Both notes bear interest of 20%. The notes both had warrants
attached, see Note 7, and were convertible into common stock within 60 and 90
days of issuance. Neither note was converted. Under the terms of the original
notes, the notes were payable on or before either 60 or 90 days from issuance.
The $20,000 note is in default, and began accruing interest at 25% in July 2002.
The terms of the $10,000 note were extended to December 31, 2002. The $4,000
value of the warrants on the $20,000 note resulted in that note being issued at
a discount which will be amortized over the life of the original note. A total
of $2,000 was amortized against the discount and a total of $690 was accrued as
interest on these notes at June 30, 2002.

<PAGE>
Page F-17

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                                    June 30, 2002



NOTE 11 - NOTES RECEIVABLE

During the quarter ended June 30, 2001, the Company loaned a total of $140,000
to Q Presents, Inc. The stated interest rate is the discount rate plus 2%.
This has been eliminated in the consolidation as part of the acquisition of Q
Presents, Inc. As of June 30, 2002 there has been $9,850 in interest accrued
between the Companies that was eliminated in the consolidation.


NOTE 12 - TRANSLATION OF FOREIGN CURRENCY

The Company has adopted Financial Accounting Standard No. 52. Foreign currency
translation resulted in an aggregate exchange loss of $60 for the period ended
September 30, 2000 and none for the period ending June 30, 2002. The Company
records the periodic net effect of foreign currency translation transactions in
the Statement of Stockholders' Equity.

<PAGE>
Page F-18

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                         PROFORMA COMBINED FINANCIAL STATEMENTS
                                      June 30, 2002


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

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

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

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

<PAGE>
Page F-19

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

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

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

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

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

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

   COMMITMENTS AND CONTINGENCIES                        -                     -                       -                   -

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

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

        See the accompanying notes of these financial statements.

<PAGE>
Page F-20

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

<TABLE>
<CAPTION>
                                                                      Q PRESENTS
                                                                     March 31, 2001
                                                                      (Inception)
                                                                        Through
                                                  REWARD              June 30, 2001          ELIMINATIONS            TOTAL
                                               -------------          -------------          -------------       -------------
<S>                                            <C>                    <C>                    <C>                 <C>
R E V E N U E S                                $        -             $        -             $        -          $        -
                                               -------------          -------------          -------------       -------------

E X P E N S E S
   Consulting fees                                    53,138                   -                      -                 53,138
   Research and development                             -                    59,098                   -                 59,098
   General and administrative                         15,254                 18,640                   -                 33,894
   Legal and professional fees                        37,075                  7,000                   -                 44,075
   Travel and entertainment                            4,136                   -                      -                  4,136
   Depreciation                                        1,637                   -                      -                  1,637
   Loss on impairment of asset                        65,160                   -                      -                 65,160
                                               -------------          -------------          -------------       -------------
     TOTAL OPERATING EXPENSES                        176,400                 84,738                   -                261,138
                                               -------------          -------------          -------------       -------------

OTHER INCOME AND EXPENSE
   Gain from debt forgiveness                        (25,000)                  -                      -                (25,000)
                                               -------------          -------------          -------------       -------------
     TOTAL OTHER INCOME (EXPENSE)                    (25,000)                  -                      -                (25,000)
                                               -------------          -------------          -------------       -------------

LOSS BEFORE INCOME TAXES                            (151,400)               (84,738)                  -               (236,138)

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

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

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

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

        See the accompanying notes of these financial statements.

<PAGE>
Page F-21

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                     STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
                                Year Ended June 30, 2002
                                        (Unaudited)

<TABLE>
<CAPTION>
                                                   REWARD              Q PRESENTS            ELIMINATIONS           TOTAL
                                               -------------          -------------          -------------       -------------
<S>                                            <C>                    <C>                    <C>                 <C>
      Cash and cash equivalents                $       5,448          $      34,955          $        -          $      40,403
R E V E N U E S                                $        -             $        -             $        -          $        -
                                               -------------          -------------          -------------       -------------

E X P E N S E S
   Research and development                           62,330                 21,000                   -                 83,330
   General and administrative                         45,491                 14,562                   -                 60,053
   Legal and professional fees                        61,445                   -                      -                 61,445
   Travel and entertainment                           11,807                   -                      -                 11,807
   Depreciation                                       19,596                   -                      -                 19,596
                                               -------------          -------------          -------------       -------------
     TOTAL OPERATING EXPENSES                        200,669                 35,562                   -                236,231
                                               -------------          -------------          -------------       -------------

OTHER INCOME AND EXPENSE
   Interest income                                    (9,490)                  -    b.               9,490                -
   Interest expense                                    2,690                  9,490 b.              (9,490)              2,690
                                               -------------          -------------          -------------       -------------
     TOTAL OTHER (INCOME) EXPENSE                     (6,800)                 9,490                   -                  2,690
                                               -------------          -------------          -------------       -------------

LOSS FROM OPERATIONS                                (193,869)               (45,052)                  -               (238,921)

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

NET LOSS                                            (193,869)               (45,052)                  -               (238,921)

OTHER COMPREHENSIVE INCOME (LOSS)
   Foreign currency translation gain                     246                   -                      -                    246
                                               -------------          -------------          -------------       -------------

COMPREHENSIVE LOSS                                  (193,623)         $     (45,052)         $        -          $    (238,675)
                                               =============          =============          =============       =============
</TABLE>

        See the accompanying notes of these financial statements.

<PAGE>
Page F-22

                                REWARD ENTERPRISES, INC.
                             (A Development Stage Company)
                   NOTES TO THE PROFORMA COMBINED FINANCIAL STATEMENTS
                                      June 30, 2002


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

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

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

<PAGE>