SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2004

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                For the transition period from _______ to _______

                          COMMISSION FILE NO. 000-27259

                            REWARD ENTERPRISES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    Nevada                                     87-0631750
                    ------                                     ----------
         (State or Other Jurisdiction            (I.R.S. Employer Identification
      of Incorporation or Organization)                         Number)

2033 Main Street, Suite 500, Sarasota, Florida                   342337
----------------------------------------------                   ------
   (Address of Principal Executive Offices)                    (Zip Code)

          Issuer's telephone number, including area code (941) 928-7394

           Securities registered pursuant to Section 12(b) of the Act:

    Title of each class          Name of each exchange on which registered
    -------------------          -----------------------------------------
            NONE                                   NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                                (Title of Class)

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.

                   (1) Yes [X] No [ ]    (2) Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  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.

State issuer's revenues for its most recent fiscal year:   $ -0-

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within the past 60 days.

      The market value of shares held by  nonaffiliates  is $3,254,526  based on
      the bid price of $0.04 per share at November 10, 2004.

As of November  10,  2004,  the Company had  113,170,534  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                                                                <C>
PART I..............................................................................................................1
   Forward-Looking Statements.......................................................................................1
   Item 1.  Description of business.................................................................................1
   Item 2.  Description of properties...............................................................................4
   Item 3.  Legal proceedings.......................................................................................4
   Item 4.  Submission of matters to a vote of securities holders...................................................4
PART II.............................................................................................................5
   Item 5.  Market for common equity and related stockholder matters................................................5
   Item 6.  Management's discussion and analysis or plan of operation...............................................6
   Item 7.  Financial statements...................................................................................10
   Item 8.  Changes in and disagreements with accountants on accounting and financial disclosure...................10
   Item 8a.  Controls and procedures...............................................................................10
   Item 9.  Directors and executive officers, promoters, and control persons; compliance with section 16(a) of
   the exchange act................................................................................................10
   Item 10.  Executive compensation................................................................................11
   Item 11.  Security ownership of certain beneficial owners and management security ownership of certain
   beneficial owners...............................................................................................12
   Item 12.  Certain relationships and related transactions........................................................12
PART IV............................................................................................................14
   Item 13.  Exhibits and reports on form 8-k......................................................................14
   Item 14.  Principal accounting fees and services................................................................14
SIGNATURES.........................................................................................................15
EXHIBIT 31.1........................................................................................................1
EXHIBIT 31.2........................................................................................................1
EXHIBIT 32.1........................................................................................................1
FINANCIAL STATEMENTS..............................................................................................F-1
</TABLE>


<PAGE>

                                     PART I

                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

         This Form  10-KSB  contains  "forward-looking  statements"  relating to
Reward   Enterprises,   Inc.   ("Reward")   which  represent   Reward's  current
expectations or beliefs  including,  but not limited to,  statements  concerning
Reward's  operations,  performance,  financial  condition  and growth.  For this
purpose, any statements contained in this Form 10-KSB that are not statements of
historical fact are forward-looking statements.  Without limiting the generality
of the  foregoing,  words  such as  "may",  "anticipation",  "intend",  "could",
"estimate",  or "continue" or the negative or other  comparable  terminology are
intended to  identify  forward-looking  statements.  These  statements  by their
nature  involve  substantial  risks and  uncertainties,  such as credit  losses,
dependence on management  and key personnel,  variability of quarterly  results,
and the  ability of Reward to  continue  its growth  strategy  and  competition,
certain of which are beyond Reward's control.  Should one or more of these risks
or  uncertainties   materialize  or  should  the  underlying  assumptions  prove
incorrect,  actual  outcomes  and results  could  differ  materially  from those
indicated in the forward-looking statements.

         Any forward-looking  statement speaks only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

GENERAL

         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.

         In  November  of  2003,  the  Company   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  planned to utilize a web based
platform that was originally  intended as an event  registration  and automation
solution  for its  telecommunication  business.  This plan was  discontinued  in
December of 2003 by  management of the Company for reasons of lack of funding to
finish the project.

         In  January  of 2004,  the  Company's  management  control  group  sold
2,300,000  shares of stock,  representing  52.08% of the  Company's  outstanding
shares, to Bell Investments,  LLC of Sarasota, FL ("Bell"). Since that time, the
Company  has been in search of a  suitable  operating  company to merge with the
Company and has been reclassified as a development stage company.

         Effective June 30, 2004 the Company's  Articles of  Incorporation  were
amended to increase  its  authorized  common  shares  from two  hundred  million
(200,000,000) to five billion  (5,000,000,000).  The Company also authorized ten
million (10,000,000) shares of preferred stock.

         The company  currently  has no  operations.  The  Company has  recently
entered into a letter of intent  dated  October 11, 2004 with  Consumers  Choice
Financial  Services,  Inc. of  Houston,  TX ("CCF")  whereby  the Company  would
acquire the operations of CCF in exchange for shares of the Company. The Company
has issued,  on a post-split basis as disclosed  immediately  below,  38,000,000
shares of common stock into escrow pending the close of this transaction.


                                       1
<PAGE>

         Effective October 13, 2004 the Company enacted a 1-for-10 reverse split
of its issued and outstanding shares and its authorized shares which changed the
issued and outstanding  shares from  1,131,705,340 to 113,705,534 shares and its
authorized  shares from five billion  (5,000,000,000)  to five  hundred  million
(500,000,000).  All references to number of shares and price per share have been
adjusted to reflect the reverse stock split on a retroactive basis.

         The  information  set  forth  below  contains  the  Company's  plan  of
operations   on  June  30,  2004.   Reward   Enterprises,   Inc.   maintains  an
administrative office at 2033 Main Street, Suite 500, Sarasota, Florida, 34237.

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 consumer financial
services.  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 becoming a nationwide  consumer financial services
provider.

CONSUMER FINANCIAL SERVICES

         The  Company's  goal is to become a  nationwide  provider  of  consumer
financial  services  focused on sub-prime  lending to consumers  for auto loans,
mortgages,  insurance  products,  branded  MasterCard  and Visa credit cards and
debit cards and  various  other  consumer  financial  services.  The Company has
proposed a merger with Consumers Choice Financial Services,  Inc. of Houston, TX
("CCF")  that  would  provide  an entry  into the  consumer  financial  services
business.  Through the acquisition of CCF, the Company could potentially offer a
broad range of integrated consumer loans to sub-prime consumers. CCF has systems
in place that identify targeted  sub-prime  consumers that maintain good earning
power but have items on their  credit  reports  that have  caused  their  credit
scores to drop into the  sub-prime  category.  With  associations  currently  in
place,  CCF would market consumer loan products to these targeted  customers and
contract with other  financial  institutions  that would service the  subsequent
loans that were made.

         In  addition,  CCF  plans to  submit  it's  application  for a  limited
services  credit card bank to the State of South Dakota  banking  commission for
approval at the commission's  January,  2005 regularly  scheduled meeting.  With
charter approval, CCF would market a branded  MasterCard/VISA credit card to its
targeted customers.

         CCF is currently a start-up  operation with no revenues.  Therefore,  a
pro-forma financial statement  incorporating the operations of CCF with those of
the Company  assuming  that a merger was  completed  successfully  are not being
presented in this filing as the resulting  pro-forma  financial  statement would
not differ materially from the Company's audited financial  statements presented
herein.

         The goal of the  Company is to complete a merger with CCF by the end of
November 2004. If the Company is  unsuccessful in this goal, it will continue to
seek out other operating companies that might provide an entry into the consumer
financial   services  industry  or  other  industries.   The  Company  signed  a
non-binding  Letter of Intent  with CCF dated  October  11,  2004 to explore the
possibility of a merger with CCF.

COMPETITION

         There are a number of consumer  financial services companies that would
be direct  competitors  of the Company if it were  successful  in entering  this
industry. Most of the competitors would be very well financed and possess assets
well in excess of  $50,000,000,  several with assets as much as  $500,000,000 to
$800,000,000.  This presence of  competition  in the segment makes the Company's
competitive position extremely weak.

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.

RISKS RELATED TO OUR BUSINESS

         WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY  HARM OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING


                                       2
<PAGE>

BEFORE  DECIDING  TO  PURCHASE  OUR  COMMON  STOCK.  IF ANY OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY OCCURS, OUR BUSINESS,  FINANCIAL  CONDITION OR OPERATING
RESULTS  COULD BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR
COMMON STOCK COULD DECLINE.

REWARD HAS  HISTORICALLY  LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE WHICH
MAY AFFECT OUR ABILITY TO CONTINUE OPERATIONS

         Since our inception we have not been  profitable and have lost money on
both a cash and non-cash  basis.  For the years ended June 30, 2003 and 2004, we
lost $-0- and $55,228 from  continuing  operations  and $391,963 and  $2,406,504
from discontinued operations,  respectively. Also, we had no revenues for fiscal
year 2003 and 2004.  Our  accumulated  deficit was $3,489,954 at the end of June
30, 2004.  Future  losses are likely to occur,  as we are  dependent on spending
money to evaluate and pursue merger candidates.  No assurances can be given that
we  will  be  successful  in  reaching  or  maintaining  profitable  operations.
Accordingly,  we may continue to experience liquidity and cash flow problems and
ultimately be forced to cease operations.

REWARD  WILL MOST  LIKELY NEED TO RAISE  ADDITIONAL  CAPITAL OR DEBT  FUNDING TO
SUSTAIN OPERATIONS

         Unless Reward can become  profitable  with the acquisition or merger of
an  operating  company,  Reward  will  require  additional  capital  to  sustain
operations  and may  need  access  to  additional  capital  or  additional  debt
financing  to grow.  In addition,  to the extent that we have a working  capital
deficit and cannot  offset the deficit we may have to raise capital to repay the
deficit and provide more working capital to permit growth in revenues. We cannot
assure you that financing  whether from external sources or related parties will
be available if needed or on favorable  terms.  Our inability to obtain adequate
financing will result in the need to reduce the pace of business operations. Any
of these events could be materially  harmful to our business and may result in a
lower stock price.

WE HAVE  BEEN THE  SUBJECT  OF A GOING  CONCERN  OPINION  FROM  OUR  INDEPENDENT
AUDITORS,  WHICH  MEANS THAT  SUBSTANTIAL  DOUBT  EXISTS THAT WE WILL BE ABLE TO
CONTINUE OPERATIONS UNLESS WE CAN BECOME PROFITABLE OR OBTAIN ADDITIONAL FUNDING

         Our independent  auditors have added an explanatory  paragraph to their
audit opinions issued in connection with our financial statements,  which states
that the  financial  statements  raise  substantial  doubt as to our  ability to
continue as a going concern. Our ability to make operations profitable or obtain
additional  funding will  determine our ability to continue as a going  concern.
Our financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

WE ARE SUBJECT TO A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS
ON JUNE 30, 2004 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES

         We had a working  capital  deficit of $170,899 at June 30, 2004,  which
means that our current  liabilities  as of that date exceeded our current assets
of $0 on June 30,  2004 by that  amount.  Current  assets  are  assets  that are
expected to be converted to cash within one year and, therefore,  may be used to
pay current  liabilities as they become due. As of June 30, 2004 we had $0.00 in
current  assets.  Our working capital deficit also means that our current assets
on June 30, 2004 were not  sufficient to satisfy all of our current  liabilities
on that date.  If our  ongoing  operations  do not begin to  provide  sufficient
profitability to offset the working capital deficit we may have to raise capital
or debt to fund the deficit.

OUR COMMON  STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME AND MAY  FLUCTUATE
SIGNIFICANTLY

         There has been a limited  public  market for our common stock and there
can be no assurance  that a more active trading market for our common stock will
develop.  An absence of an active  trading  market  could  adversely  affect our
shareholders'  ability  to sell  our  common  stock in short  time  periods,  or
possibly at all. Our common stock has  experienced,  and is likely to experience
in the future, significant price and volume fluctuations,  which could adversely
affect the market  price of our common  stock  without  regard to our  operating
performance. In addition, we believe that factors such as changes in the overall
economy or the condition of the  financial  markets could cause the price of our
common stock to fluctuate substantially. These fluctuations may also cause short
sellers to enter the market  from time to time in the belief  that  Reward  will
have poor  results  in the  future.  We cannot  predict  the  actions  of market
participants  and,  therefore,  can offer no assurances  that the market for our
stock will be stable or appreciate over time.


                                       3
<PAGE>

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our common stock is deemed to be "penny  stock" as that term is defined
in Rule 3a51-1  promulgated  under the  Securities  Exchange Act of 1934.  These
requirements  may reduce the  potential  market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third  parties or to otherwise  dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the NASDAQ automated quotation system
            (NASDAQ  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $10.0  million  (if in  continuous  operation  for less  than  three
            years),  or with average  revenues of less than $6.0 million for the
            last three years.

         Broker/dealers   dealing  in  penny  stocks  are  required  to  provide
potential  investors  with a  document  disclosing  the  risks of penny  stocks.
Moreover,  broker/dealers  are required to determine  whether an investment in a
penny stock is a suitable investment for a prospective investor.

OUR LACK OF OPERATING  HISTORY  MAKES IT DIFFICULT OR IMPOSSIBLE TO EVALUATE OUR
PERFORMANCE AND MAKE PREDICTIONS ABOUT OUR FUTURE

         The Company has no current operations. While reward has recently signed
a letter of intent to acquire CCF, this transaction may not close. Based on this
lack of  operations,  it is  difficult  or  impossible  for us to  evaluate  our
operational and financial performance, or to make accurate predictions about our
future performance.

ITEM 2.  DESCRIPTION OF PROPERTIES

         The Company  maintains  an  administrative  office at 2033 Main Street,
Suite 500, Sarasota, Florida 34237. The Company currently does not pay rent.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         Pursuant to a written  consent,  executed on August 5, 2004, a majority
of the shareholders approved an amendment to Article Six of Reward's Articles of
Incorporation.  The amendment,  which was filed on September 28, 2004, increased
the  authorized  shares of common stock to five billion  (5,000,000,000)  shares
from two hundred million  (200,000,000)  and approved the  authorization  of ten
million (10,000,000) preferred shares.


                                       4
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Common Shares of the Company are quoted on the National Association
of Securities Dealers, Inc. ("NASD")  Over-The-Counter Bulletin Board ("OTCBB").
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 November 10, 2004, we had  approximately  400 shareholders of record
of our  common  stock,  including  shares  held by  brokerage  clearing  houses,
depositories or otherwise in unregistered form, based on information provided by
our transfer agent,  Pacific Stock Transfer  Company,  500 E. Warm Springs Road,
Suite # 240, Las Vegas,  Nevada 89119. The beneficial  owners of such shares are
not known to us. Our company's securities are traded OTCBB operated by the under
the symbol "RWRD".  The table shows the high and low bid of our Company's common
stock as reported on the Nasdaq National Market for the periods indicated.

       PERIOD ENDED

                           FYE 2003            HIGH BID           LOW BID
       September 30, 2002                        $1.00              $0.10
       December 31, 2002                         $0.50              $0.10
       March 31, 2003                            $0.10              $0.01
       June 30, 2003                             $0.10              $0.01
                           FYE 2004
       September 30, 2003                        $0.10              $0.01
       December 31, 2003                         $0.50              $0.01
       March 31, 2004                            $0.20              $0.05
       June 30, 2004                             $0.20              $0.05

         The above OTCBB reflect  inter-dealer  prices without  retail  mark-up,
mark-down or commission and may not represent actual transactions.

         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.

         At November 10, 2004, our Common Stock was quoted on the OTCBB at a bid
price of $0.04.

DIVIDENDS

         Reward has not  declared  or paid cash  dividends  on its Common  Stock
since  its  inception  and does not  anticipate  paying  such  dividends  in the
foreseeable  future.  The payment of dividends may be made at the  discretion of
the Board of Directors and will depend upon,  among other  factors,  on Reward's
operations, its capital requirements, and its overall financial condition.

CHANGES IN SECURITIES

         The Company had 4,412,200 shares of Common Stock issued and outstanding
as of June 30, 2004.

         In August 2001,  the Company  issued  600,000 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.

         Between October 2001 and June 2002, Frank Rigney exercised  options for
a total of  27,200  common  shares  at a price of $2.50 per  share,  and  Robert
Dinning  exercised  options for a total of 20,000  common shares of which 10,000
were at a price of $1.00 per share and 10,000 were at a price of $2.50 per share


                                        5
<PAGE>

and Brian Doutaz  exercised  options for a total of 10,000  shares at a price of
$1.00 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  102,667  shares  of common  stock to eleven
investors  in  consideration  of $84,000.  Two of these  investors  were granted
warrants to purchase 2,500 and 500 shares of the Company's common stock at $2.50
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 294,500 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.

         Between  July and  September  2002,  the Company  issued an  additional
29,333 shares of common stock to in consideration  of $38,500.  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 October 2002,  the Company issued 72,500 shares of common stock to a
consultant and officer of the Company for prior services  rendered in the amount
of $7,250.  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 January of 2004, the Company issued  2,300,000  shares to management
for the  assumption  of certain  debts and payment for  consulting  fees accrued
during 2003. These shares were  subsequently  sold to Bell  Investments,  LLC of
Sarasota, Florida.

         In January 2004, 100,000 shares were issued to a consultant in exchange
for services.

         In October,  2004 the Company issued  108,750,000  post-split shares to
holders of Promissory  Notes valued at $108, 754 in return for the  cancellation
of all principal and interest due on the Promissory Notes.

         In  conjunction  with the  Company's  Letter  of Intent  with CCF,  the
Company  issued  380,000,000  shares to the  shareholders  of CCF, to be held in
attorney's  trust  pending  closing of a share  exchange  agreement  between the
Company and CCF.

         Effective October 13, 2004 the Company enacted a 1-for-10 reverse stock
split of its  issued and  outstanding  shares and its  authorized  shares  which
changed  the  issued  and  outstanding  shares to  113,170,340  shares  and it's
authorized  shares from five billion  (5,000,000,000)  to five  hundred  million
(500,000,000).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

         The following table sets forth the securities that have been authorized
under equity compensation plans as of June 30, 2004.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

         The following  discussion  and analysis  should be read in  conjunction
with the  Consolidated  Financial  Statements,  and the Notes  thereto  included
herein.  The  information  contained  below  includes  statements of Reward's or
management's beliefs, expectations, goals and plans that, if not historical, are
forward-looking statements subject to certain risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  anticipated  in the
forward-looking  statements. For a discussion on forward-looking statements, see
the information set forth in the  Introductory  Note to this Annual Report under
the caption  "Forward  Looking  Statements",  which  information is incorporated
herein by reference.


                                       6
<PAGE>

GOING CONCERN

         As  reflected in our  financial  statements  as of June 30,  2004,  our
accumulated deficit of $3,849,954 and our working capital deficiency of $170,899
raise  substantial  doubt about our ability to continue as a going concern.  Our
ability to  continue  as a going  concern is  dependent  on our ability to raise
additional  debt or capital.  The financial  statements for June 30, 2004 do not
include any adjustments  that might be necessary if we are unable to continue as
a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management's  discussion  and analysis of our  financial  condition and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported amounts of assets, liabilities,  revenues and expenses. At each balance
sheet  date,  management  evaluates  its  estimates.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.  The estimates and critical
accounting   policies  that  are  most  important  in  fully  understanding  and
evaluating  our  financial  condition  and results of  operations  include those
listed below.

REVENUE RECOGNITION

         The Company currently has no revenues.

STOCK-BASED COMPENSATION

         The Company applies Accounting Principles Board ("APB") Opinion No. 25,
Accounting  for Stock  Issued to  Employees,  and  Related  Interpretations,  in
accounting  for stock options  issued to employees.  Under APB No. 25,  employee
compensation  cost is recognized  when  estimated  fair value of the  underlying
stock on date of the grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees,  the Company applies SFAS No. 123,
Accounting  for  Stock-Based  Compensation,  which  requires the  recognition of
compensation  cost based upon the fair value of stock  options at the grant date
using the Black-Scholes option pricing model.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation-Transition  and  Disclosure.  SFAS No.  148 amends the
transition and  disclosure  provisions of SFAS No. 123. The Company is currently
evaluating  SFAS No. 148 to  determine  if it will adopt SFAS No. 123 to account
for employee stock options using the fair value method and, if so, when to begin
transition to that method.

RESULTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2004

         REVENUES.  We have had no revenue for the years ended June 30, 2003 and
2004.

         COST OF REVENUE.  We also had no  associated  costs of revenues for the
years ended June 30, 2003 and 2004.

         GROSS  PROFIT.  Our gross  profit for the years ended June 30, 2003 and
2004, was $-0- and $-0-.

         OPERATING  EXPENSES.  Operating  expenses  for the years ended June 30,
2003 and 2004, were $-0- and $55,228, respectively.  Total operating expenses in
the fiscal 2004 year were $55,228.  The majority of the operating  expenses were
professional  fees  which  consisted  of fees  paid  for  legal of  $35,385  and
accounting expenses of $6,970.

         OTHER  EXPENSES.  Other  expenses for the years ended June 30, 2003 and
2004  were $0 and  $5,604.  The  other  expenses  in the 2004  period  consisted
entirely of interest expense.

         LOSS  FROM  DISCONTINUED  OPERATIONS.  We had a loss  of  $336,735  and
$2,406,504  from  discontinued  operations for the years ended June 30, 2004 and
2003 respectively.

         NET LOSS.  The Company has net loss of $391,963 and  $2,406,504 for the
years ended June 30, 2004 and 2003 respectively.


                                        7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Our  financial  statements  have been prepared on a going concern basis
that  contemplates  the  realization of assets and the settlement of liabilities
and  commitments  in the  normal  course of  business.  We  incurred  a net loss
$391,963  for the year ended June 30,  2004 and have an  accumulated  deficit of
$3,849,954  at  June  30,  2004.  As of  June  30,  2004  we had no  assets  and
liabilities  of  $170,899,  a  difference  of  $170,899.  The  majority  of  our
liabilities, are notes payable with associated interest of $102,842 and accounts
payable  of  $68,057.  Subsequent  to June 30,  2004,  the  notes  payable  were
converted into shares of common stock.  Management  recognizes  that Reward must
generate  or obtain  additional  capital  to enable it to  continue  operations.
Management is planning to obtain additional capital principally through the sale
of equity securities.  The realization of assets and satisfaction of liabilities
in the normal  course of business is  dependent  upon our  obtaining  additional
equity capital and  ultimately  obtaining  profitable  operations.  However,  no
assurances can be given that we will be successful in these  activities.  Should
any  of  these  events  not  occur,  the  accompanying   consolidated  financial
statements will be materially affected.

         We had limited  operations  and no revenues  during the year ended June
30, 2004.  Our shortfall in working  capital has been met through loans and sale
of stock to affiliates.  We anticipate that we will require  significant capital
to maintain our corporate  viability.  We anticipate  necessary  funds will most
likely be provided by our existing shareholders, our officers and directors, and
outside investors.  We may be required to pledge equity in the Company to induce
individuals,  officers or directors or other shareholders to guarantee our loans
when necessary.

         We are at present meeting our current obligations from our monthly cash
flows, which during 2004, has included investor capital,  and loans from related
parties.  However,  due to  insufficient  cash  generated  from  operations,  we
currently do not have  internally  generated  cash  sufficient to pay all of its
incurred  expenses  and other  liabilities.  As a result,  we are  dependent  on
investor  capital  and  loans to meet its  expenses  and  obligations.  Although
related party loans have allowed us to meet our  obligations in the recent past,
there can be no assurances that our present methods of generating cash flow will
be sufficient  to meet future  obligations.  There can be no assurances  that we
will be able to raise sufficient additional capital in the future.

         We have incurred losses since  inception.  Management  believes that it
will  require  approximately  $150,000  in  additional  capital to fund  overall
Company operations for the next twelve months.

PLAN OF OPERATION

         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 consumer financial
services.  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 becoming a nationwide  consumer financial services
provider.

CONSUMER FINANCIAL SERVICES

         The  Company's  goal is to become a  nationwide  provider  of  consumer
financial  services  focused on sub-prime  lending to consumers  for auto loans,
mortgages,  insurance  products,  branded  MasterCard  and Visa credit cards and
debit cards and  various  other  consumer  financial  services.  The Company has
proposed a merger with Consumers Choice Financial Services,  Inc. of Houston, TX
that would  provide  an entry into the  consumer  financial  services  business.
Through the  acquisition  of CCF, the Company  could  potentially  offer a broad
range of integrated  consumer loans to sub-prime  consumers.  CCF has systems in
place that  identify  targeted  sub-prime  consumers  that maintain good earning
power but have items on their  credit  reports  that have caused their scores to
drop into the sub-prime  category.  With  associations  currently in place,  CCF
would market  consumer  loan products to these  targeted  customers and contract
with other financial  institutions  would service the subsequent loans that were
made.

         In  addition,  CCF  plans to  submit  it's  application  for a  limited
services  credit card bank to the State of South Dakota  banking  commission for
approval at the commission's  January,  2005 regularly  scheduled meeting.  With
charter approval, CCF would market a branded  MasterCard/VISA credit card to its
targeted customers.

         CCF is currently a start-up  operation with no revenues.  Therefore,  a
pro-forma financial statement  incorporating the operations of CCF with those of
the Company  assuming  that a merger was  completed  successfully  are not being
presented in this filing as the resulting  pro-forma  financial  statement would
not differ materially from the Company's audited financial  statements presented
herein.


                                       8
<PAGE>

         The goal of the  Company is to complete a merger with CCF by the end of
November, 2004. If the Company is unsuccessful in this goal, it will continue to
seek out other operating companies that might provide an entry into the consumer
financial   services  industry  or  other  industries.   The  Company  signed  a
non-binding  Letter of Intent  with CCF dated  October  4, 2004 to  explore  the
possibility of a merger with CCF.

         Our continuation as a going concern is dependent on our ability to meet
our obligations and obtain  additional debt or equity  financing  required until
the company engages in meaningful operations that generate earnings.  Until such
time as the Company  generates  earnings,  the Company intends to proceed in the
following manner to attaempt to continue in existence:

      o     Maintain reduced administrative expenses by consolidating management
            responsibilities to our president and chief executive officer.

      o     We intend to seek either equity funding.

         We  believe  that the  foregoing  plan  should  enable  us to  conserve
sufficient funds to continue our operations for the next twelve months.

         Management has implemented this plan to overcome the Company's  serious
going concern  conditions.  The first step is to reduce operating costs. To this
end the Company's  President and Chief Executive Officer,  Earl Ingarfield,  has
assumed almost all of the Company's functions from sales and marketing, locating
and  evaluating  acquisition   prospects,   shareholder  relations  and  general
administrative  functions.  Mr. Ingarfield has foregone any compensation and has
committed to continue with no compensation through 2004.

         For the next 12 months we  anticipate  that we will  need  $150,000  to
continue to fund basic operations,  in addition to funding necessary to complete
a merger. The Company  anticipates  approximately  $50,000 in consulting fees in
the next fiscal year and only minor operating expenses.

         The Company plans to continue  operating with small  administrative and
consulting  fees in the  next  fiscal  year in  order  to  continue  operations.
Continuing to work with its accounting and legal professionals more efficiently,
the Company plans to reduce its fees for such services. In addition, the Company
plans to utilize only one consultant for accounting services.

CURRENT ACCOUNTING PRONOUNCEMENTS

         NEW ACCOUNTING  PRONOUNCEMENTS.  In July 2001, the FASB issued SFAS No.
143,  Accounting for  Obligations  Associated  with the Retirement of Long-Lived
Assets.  SFAS No. 143 establishes  accounting  standards for the recognition and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The  adoption of SFAS No. 143 did not have a material  impact on the
Company's financial statements.

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets.  SFAS 144  establishes  a single
accounting model for the impairment or disposal of long-lived assets,  including
discontinued  operations.  SFAS 144 superseded Statement of Financial Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of, and APB Opinion  No. 30,  Reporting  the
Results of  Operations  -  Reporting  the  Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions.  The  provisions  of SFAS No. 144 are  effective  in fiscal  years
beginning after December 15, 2001, with early adoption permitted, and in general
are to be applied  prospectively.  The  adoption  of SFAS No. 144 did not have a
material impact on the Company's  financial  statements for the years ended June
30, 2004 and 2003.

         In July 2002, the FASB issued  Statement No. 146,  Accounting for Costs
Associated with Exit or Disposal  Activities.  SFAS No. 146 addresses  financial
accounting and reporting for costs associated with exit or disposal  activities,
such as restructurings,  involuntarily  terminating employees, and consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
year ended June 30, 2004.


                                       9
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

         The consolidated  financial statements of Reward required by Regulation
S-B are attached to this report. Reference is made to Item 13 below for an index
to the financial statements.

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

         The  Company  has  had  no  disagreements  with  its  certified  public
accountants  with respect to  accounting  practices or  procedures  of financial
disclosure.

ITEM 8A.  CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's Principal Executive  Officer/Principal Financial Officer (one person),
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and procedures.  The Company's  disclosure  controls and procedures are
designed to provide a reasonable  level of assurance of achieving  the Company's
disclosure   control    objectives.    The   Company's    Principal    Executive
Officer/Principal Accounting Officer has concluded that the Company's disclosure
controls and procedures  are, in fact,  effective at this  reasonable  assurance
level as of the period covered.

(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         In connection  with the evaluation of the Company's  internal  controls
during the Company's  fourth fiscal  quarter ended June 30, 2004,  the Company's
Principal  Executive  Officer/Principal  Financial  Officer has determined  that
there are no changes to the Company's internal controls over financial reporting
that has materially affected,  or is reasonably likely to materially effect, the
Company's internal controls over financial reporting.

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

GENERAL

         The  following  table  sets forth  certain  information  regarding  the
current directors and executive officers of the Company:

                             POSITION(S)
NAME                 AGE     WITH THE COMPANY                 DIRECTOR SINCE
---------------      ---     -----------------------------    --------------
Earl Ingarfield      45      President, C.E.O., C.F.O. and    January 2004
                             Director

         The  Company's  director or executive  officer is not a director of any
company that files  reports with the SEC.  The  Company's  director has not been
involved in any bankruptcy,  other than that he was a director of Dilido Capital
Corp. which filed for bankruptcy protection approximately 3 years ago and he has
not been involved in any criminal proceeding  (excluding traffic and other minor
offenses), nor has he been enjoined from engaging in any business.

         Reward's  directors are elected at the annual  meeting of  stockholders
and hold office  until their  successors  are  elected.  Reward's  officers  are
appointed by the Board of  Directors  and serve at the pleasure of the Board and
are subject to  employment  agreements,  if any,  approved  and  ratified by the
Board.

         Reward does not  currently  have an audit  committee,  and the Board of
Directors serves this function.

         The  following  information  is  furnished  for  each of the  executive
officers and directors of the Company:

         EARL INGARFIELD serves as our President and Chief Executive Officer and
is the chairman of our board of directors starting in January 2004. From 1998 to
2001,  Mr.  Ingarfield  was  President  and  Chief  Executive  Officer  of  Avid
Sportswear & Golf Corp.  From 1979 to 1987,  Mr.  Ingarfield  was a professional
hockey  player for the Atlanta  Flames,  the Calgary  Flames and the Detroit Red
Wings.


                                       10
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Our common stock is registered  under Section 12(g) of the Exchange Act
and in connection therewith,  directors, officers, and beneficial owners of more
than 10% of our common  stock  ("Reporting  Persons")  are required to file on a
timely basis  certain  reports  under Section 16 of the Exchange Act as to their
beneficial  ownership of our common stock. We believe that under the SEC's rules
for reporting of securities  transactions by Reporting  Persons,  the all of the
required reports have not been filed.

CODE OF ETHICS

         On November 11, 2004,  the Board of Directors of the Company  adopted a
written  Code of Ethics  designed to deter  wrongdoing  and  promote  honest and
ethical  conduct,  full,  fair and accurate  disclosure,  compliance  with laws,
prompt internal reporting and accountability to adherence to the Code of Ethics.
This Code of Ethics has been filed with the Securities  and Exchange  Commission
as an Exhibit to Reward's Form 10-KSB for the fiscal year ended June 30, 2004.

ITEM 10.  EXECUTIVE COMPENSATION

CASH COMPENSATION

         There  was no  cash  compensation  paid  to any  of  our  directors  or
executive officers during the fiscal years ended June 30, 2004 and 2003.

EMPLOYMENT AGREEMENTS

         Reward has no employment agreements.

BONUSES AND DEFERRED COMPENSATION

         None.

COMPENSATION PURSUANT TO PLANS

         None.

PENSION TABLE

         None.

OTHER COMPENSATION

         None.

COMPENSATION OF DIRECTORS

         As set forth below, the Company has no compensation plans.

<TABLE>
<CAPTION>
                                                                                                     NUMBER OF SECURITIES
                                                                                                   REMAINING AVAILABLE FOR
                                                   NUMBER SECURITIES TO                             FUTURE ISSUANCE UNDER
                                                      BE ISSUED UPON         WEIGHTED-AVERAGE        EQUITY COMPENSATION
                                                       EXERCISE OF           EXERCISE PRICE OF         PLANS (EXCLUDING
                                                   OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    SECURITIES REFLECTED IN
                                                   WARRANTS AND RIGHTS      WARRANTS AND RIGHTS          COLUMN (A))
                                                           (A)                      (B)                       (C)
                                                   --------------------    --------------------    -----------------------
<S>                                                         <C>                     <C>                        <C>
Equity compensation plans approved by security
  holders                                                    0                       --                         0

Equity compensation plans not approved by
  security holders                                           0                       --                         0

TOTAL                                                        0                       --                         0
</TABLE>


                                       11
<PAGE>

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT

         We have no compensatory plans or arrangements, including payments to be
received  from us, with respect to any persons  which would in any way result in
payments  to  any  person  because  of his  resignation,  retirement,  or  other
termination of such person's  employment by us, or any change in our control, or
a change in the person's responsibilities following a changing in our control.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The  following  table sets forth as of  November  12,  2003,  the name,
address  and the  number  of  shares  of our  common  stock  held of  record  or
beneficially by each person who was known by us to own  beneficially,  more than
5% of our  113,170,534  issued  and  outstanding  shares  of  common  stock.  In
addition,  the table sets forth the name and  shareholdings of each director and
of all officers and directors as a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (COMMON)

                   NAME AND ADDRESS         AMOUNT AND NATURE OF   PERCENTAGE OF
TITLE OF CLASS     BENEFICIAL OWNER         BENEFICIAL OWNERSHIP     CLASS(1)
--------------     ----------------         --------------------   -------------

Common             Bell Investments, LLC(2)       2,300,000           2.03%
                   2033 Main Street
                   Sarasota, FL 34231

Common             Amber Run, LLC
                   2033 Main Street
                   Sarasota, FL 34231            23,000,000          20.32%

Common             GT Shadow, LLC
                   2033 Main Street
                   Sarasota, FL 34231            22,750,000          20.10%

(1)   Applicable  percentage  of  ownership  is based on  113,170,534  shares of
      common stock  outstanding  as of November  12, 2004 for each  stockholder.
      Beneficial  ownership is determined in accordance  within the rules of the
      Commission and generally  includes voting of investment power with respect
      to securities. Shares of common stock subject to securities exercisable or
      convertible into shares of common stock that are currently  exercisable or
      exercisable  within  60  days  of  November  12,  2004  are  deemed  to be
      beneficially  owned by the person  holding such options for the purpose of
      computing the percentage of ownership of such persons, but are not treated
      as outstanding  for the purpose of computing the  percentage  ownership of
      any other person.

(2)   Bell Investments is controlled by Earl Ingarfield.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

         Except as indicated below, and for the periods indicated, there were no
material transactions, or series of similar transactions, since the beginning of
the  Company's  last fiscal year,  or any currently  proposed  transactions,  or
series of similar  transactions,  to which we were or are a party,  in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by us to own of record or beneficially  more
than 5% of any class of our common stock, or any member of the immediate  family
of any of the foregoing persons, has an interest.

                                       12
<PAGE>

         During the period ended March 31, 2004,  the Company  issued  2,540,000
shares of common stock in satisfaction  of accounts  payable and consulting fees
to affiliated parties of $358,740.

INDEBTEDNESS OF MANAGEMENT

         There were no material transactions, or series of similar transactions,
since  the  beginning  of  our  last  fiscal  year,  or any  currently  proposed
transactions,  or  series  of  similar  transactions,  to which we were or are a
party, in which the amount involved exceeds $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record or
beneficially more than 5% of any class of our common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

         There have no material  transactions  between us and our  promoters  or
founders.


                                       13
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)(1)...FINANCIAL  STATEMENTS.  The audited  financial  statements for
2003 are attached to this report.

         (A)(2)...EXHIBITS.  The following exhibits are included as part of this
report:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    TITLE OF DOCUMENT                                           LOCATION
------    ---------------------------------------------------------   -----------------
<S>      <C>                                                          <C>
          Certificate of Amendment to Articles of Incorporation
3.01      filed September 28, 2004                                    Provided herewith

          Certificate of Change to Articles of Incorporation filed
3.02      October 4, 2004                                             Provided herewith

14.1      Code of Ethics                                              Provided herewith

          Certification by Chief Executive Officer Pursuant to 15
          U.S.C. Section 7241, as adopted Pursuant to Section 302
31.1      of the Sarbanes-Oxley Act of 2002                           Provided herewith

          Certification by Chief Financial Officer Pursuant to 15
          U.S.C. Section 7241, as adopted Pursuant to Section 302
31.2      of the Sarbanes-Oxley Act of 2002                           Provided herewith

          Certification by Chief Executive Officer and Chief
          Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act
32.1      of 2002                                                     Provided herewith
</TABLE>


         B) REPORTS  ON FORM 8-K.  During  the last  quarter of the fiscal  year
ended June 30, 2004,  the Company  filed a current  reports on Form 8-K with the
Commission  on May 6, 2004  reporting  under Item 5 that the  Company  and Magna
Yachts,  Inc.  terminated their  non-binding  letter of intent pursuant to which
Reward was to acquire all of the outstanding shares of Magna Yachts.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

         Reward  incurred the following  principal  accounting fees for the year
ended June 30, 2004.

         AUDIT  FEES.  The  aggregate  fees  billed  for  professional  services
rendered was $23,211 for the audits and reviews of Reward's financial statements
during the fiscal year ended June 30,  2004,  and the  reviews of the  financial
statements  included in Reward's  annual and  quarterly  reports for that fiscal
year.

         AUDIT-RELATED  FEES.  No fees were  billed in the 2004  fiscal year for
assurance and related services by the principal accountant.

         TAX  FEES.  No  fees  were  billed  in the  2004  fiscal  year  for tax
compliance, tax advice of tax planning.

         ALL OTHER FEES.  No other fees were billed during the 2004 fiscal year.


                                       14
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

November 12, 2004                     REWARD ENTERPRISES, INC.

                                      By:  /s/ Earl Ingarfield
                                           ----------------------------------
                                           Earl Ingarfield,
                                           President, Chief Executive Officer,
                                           Chief Financial Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report  has been  signed  by the  following  persons  on  behalf of Reward
Enterprises, Inc. and in the capacities and on the dates as indicated.

November 12, 2004                             REWARD ENTERPRISES, INC.

                                              By:   /s/ Earl Ingarfield
                                                    -----------------------
                                                    Earl Ingarfield,
                                                    Director


                                       15
<PAGE>


                            REWARD ENTERPRISES, INC.
                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                  PAGE NO.

Report of Independent Certified Public Accountants                     F-1

Financial statements

  Balance sheet                                                        F-2

  Statements of operations                                             F-3

  Statements of stockholders' deficit                                  F-4

  Statements of cash flows                                             F-5

  Notes to financial statements                                        F-6







                                      F-i


<PAGE>

To the Board of Directors and Stockholders
Reward Enterprises, Inc.
Sarasota, Florida

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  have  audited  the  accompanying   consolidated   balance  sheet  of  Reward
Enterprises,  Inc. as of June 30, 2004, and the related consolidated  statements
of operations, stockholders' deficit and cash flows for the years ended June 30,
2004 and 2003 and for the period  from  inception  of the  development  stage on
January 1, 2004  through  June 30,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 financial  statements  referred to above present fairly, in
all material respects, the financial position of Reward Enterprises,  Inc. as of
June 30, 2004,  and the results of its  activities  and cash flows for the years
ended  June  30,  2004 and 2003 and for the  period  from the  inception  of the
development  stage on January 1, 2004 through June 30, 2004 in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,   the  Company  has  suffered  losses  from
operations and current  liabilities  exceed current  assets,  all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these  matters are also  described in Note 1. 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
November 11, 2004
Spokane, Washington


                                      F-1

<PAGE>

                            REWARD ENTERPRISES, INC.
                                  BALANCE SHEET
                          (A DEVELOPMENT STAGE COMPANY)

                                     ASSETS

                                                                   JUNE 30,
                                                                     2004
                                                                   --------
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $    --
                                                                  --------
    TOTAL CURRENT ASSETS                                                --
                                                                  --------
TOTAL ASSETS                                                       $    --
                                                                  ========



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


                                      F-2

<PAGE>

                            REWARD ENTERPRISES, INC.
                                  BALANCE SHEET
                          (A DEVELOPMENT STAGE COMPANY)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                       JUNE 30,
                                                                        2004
                                                                    -----------
CURRENT LIABILITIES

  Accounts payable                                                  $    68,057
  Interest payable                                                       21,342
  Notes payable, net of discount                                         81,500
                                                                    -----------

TOTAL CURRENT LIABILITIES                                               170,899
                                                                    -----------
COMMITMENTS AND CONTINGENCIES                                                --
                                                                    -----------
STOCKHOLDERS' EQUITY

  Preferred stock, 10,000,000 shares authorized,
    $0.001 par value; no shares issued and outstanding
  Common stock, 5,000,000,000,000 shares authorized,
    $0.001 par value; 4,412,200 shares
    issued and outstanding                                                4,412
  Additional paid-in capital                                          3,314,643
  Accumulated deficit prior to development stage                     (3,434,726)
  Accumulated deficit during development stage                          (55,228)
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                             (170,899)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $        --
                                                                    ===========

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

                                      F-3

<PAGE>

                            REWARD ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                                      FROM
                                                                                                  INCEPTION OF
                                                                                                   DEVELOPMENT
                                                                   YEAR            YEAR        STAGE ON JANUARY 1,
                                                                  ENDED           ENDED           2004 THROUGH
                                                                 JUNE 30,         JUNE 30,           JUNE 30,
                                                                  2004             2003               2004
                                                               -----------      -----------    -------------------
<S>                                                            <C>              <C>              <C>
REVENUES                                                       $        --      $        --      $        --
                                                               -----------      -----------      -----------
EXPENSES
General and administrative                                          49,624               --           49,624
                                                               -----------      -----------      -----------
TOTAL OPERATING
EXPENSE                                                             49,624               --           49,624
                                                               -----------      -----------      -----------
OTHER INCOME AND EXPENSE
Interest expense                                                     5,604               --            5,604
                                                               -----------      -----------      -----------
TOTAL OTHER EXPENSE                                                  5,604               --            5,604
                                                               -----------      -----------      -----------
LOSS BEFORE INCOME TAXES                                           (55,228)              --          (55,228)
                                                               -----------      -----------      -----------
PROVISION FOR TAXES                                                     --               --               --
                                                               -----------      -----------      -----------
NET LOSS FROM CONTINUING
OPERATIONS                                                         (55,228)              --          (55,228)
                                                               -----------      -----------      -----------
NET LOSS FROM DISCONTINUED
OPERATIONS                                                        (336,735)      (2,406,504)              --
                                                               -----------      -----------      -----------
NET LOSS                                                       $  (391,963)     $(2,406,504)     $   (55,228)
                                                               ===========      ===========      ===========
BASIC AND DILUTED NET INCOME
PER COMMON SHARE                                               $     (0.10)     $     (1.30)
                                                               ===========      ===========
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING       4,272,200        1,828,104
                                                               ===========      ===========
</TABLE>


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

                                      F-4
<PAGE>

                            REWARD ENTERPRISES, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                               ADDITIONAL                       TOTAL
                                         COMMON STOCK            PAID IN         STOCK        ACCUMULATED    STOCKHOLDERS
                                    SHARES         AMOUNT        CAPITAL        OPTIONS         DEFICIT        DEFICIT
                                 -----------    -----------    -----------    -----------     -----------     -----------
<S>                               <C>           <C>            <C>            <C>             <C>             <C>
Balance at June
  June 30, 2002                   17,703,667    $    17,704    $ 2,892,861    $    10,400     $  (691,487)    $ 2,229,478

Issuance of common
  stock for cash at an
  average of $0.13 per
  share                              293,333            293         38,207             --              --          38,500

Issuance of common stock
  for services at $0.01 per
  share                              725,000            725          6,525             --              --           7,250

Expiration of stock
  warrant                                 --             --          4,000             --              --           4,000

Net loss for the year
  ended June 30, 2003                     --             --             --             --      (2,406,504)     (2,406,504)
                                 -----------    -----------    -----------    -----------     -----------     -----------
Balance June 30, 2003             18,722,000         18,722      2,941,593         10,400      (3,097,991)       (127,276)

Issuance of common stock
  for services, at an average     25,400,000         25,400        333,340             --              --         358,740

                                                                                                              -----------
Cancellation of options                   --             --             --        (10,400)             --         (10,400)

Net loss for the year
ended June 30, 2004                       --             --             --             --        (391,963)       (391,963)
                                 -----------    -----------    -----------    -----------     -----------     -----------
Balance at June 30,
  2004                            44,122,000    $    44,122    $ 3,724,933    $        --     $(3,489,954)    $  (170,899)
                                 ===========    ===========    ===========    ===========     ===========     ===========
</TABLE>

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

                                      F-5

<PAGE>

                            REWARD ENTERPRISES, INC.
                            STATEMENTS OF OPERATIONS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                                                                             FROM
                                                                                         INCEPTION OF
                                                                                          DEVELOPMENT
                                                            YEAR           YEAR       STAGE ON JANUARY 1,
                                                            ENDED          ENDED         2004 THROUGH
                                                          JUNE 30,       JUNE 30,          JUNE 30,
                                                            2004           2003              2004
                                                         ---------     ------------    ------------------
<S>                                                      <C>           <C>                 <C>
Cash flows from operating activities
Net loss                                                 $(391,963)    $ (2,406,504)       $(391,963)
Adjustment to reconcile net loss to net cash provided
  (used) by operating activities:
Discontinued operations                                    336,735        2,406,504          336,735
Changes in operating assets and liabilities
Accounts payable and accrued expenses                       55,228               --           55,228
                                                         ---------     ------------        ---------
Net cash provided (used) by operating activities

Cash flows from investing activities                            --               --               --
Cash flows from financing activities                            --               --               --
                                                         ---------     ------------        ---------
Net change in cash                                              --               --               --

Beginning cash balance                                          --               --               --
                                                         ---------     ------------        ---------
Ending cash balance                                      $      --     $         --        $      --
                                                         =========     ============        =========
Supplemental disclosures of cash flow information:

Cash paid for income taxes                               $      --     $         --        $      --
                                                         =========     ============        =========
Cash paid for interest                                   $      --     $         --        $      --
                                                         =========     ============        =========
</TABLE>


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


<PAGE>

                            REWARD ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES

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.

In November of 2003,  the Company  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 planned to utilize a web based platform that was
originally  intended as an event  registration  and automation  solution for its
telecommunication  business.  This plan was  discontinued in December of 2003 by
management of the Company for reasons of lack of funding to finish the project.

In January of 2004,  the  Company's  management  control  group sold  23,000,000
shares of stock,  representing  52.08% of the Company's  outstanding  shares, to
Bell Investments, LLC of Sarasota, FL ("Bell"). Since that time, the Company has
been in search of a suitable operating company to merge with the Company and has
been reclassified as a development stage company.

Effective June 30, 2004 the Company's  Articles of Incorporation were amended to
increase its authorized common shares from two hundred million  (200,000,000) to
five  billion   (5,000,000,000).   The  Company  also   authorized  ten  million
(10,000,000) shares of preferred stock.

The company currently has no operations. The Company has recently entered into a
letter  of  intent  dated  October  11,  2004 with  Consumers  Choice  Financial
Services,  Inc. of Houston,  TX ("CCF")  whereby the Company  would  acquire the
operations of CCF in exchange for shares of the Company. The Company has issued,
on a  post-split  basis as disclosed  immediately  below,  38,000,000  shares of
common stock into escrow pending the close of this transaction.

Effective  October 13, 2004 the Company enacted a 1-for-10  reverse split of its
issued and outstanding shares and its authorized shares which changed the issued
and  outstanding  shares  from  1,113,170,534  to  113,170,534  shares  and  its
authorized  shares from five billion  (5,000,000,000)  to five  hundred  million
(500,000,000).  All references to shares  outstanding and per share amounts have
been adjusted to reflect the reverse split on a retroactive basis.


                                      F-7
<PAGE>

                            REWARD ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS,  HISTORY,  AND SUMMARY OF SIGNIFICANT  POLICIES
(CONTINUED)

These conditions give rise to substantial  doubt about the Company's  ability to
continue  as  a  going  concern.  These  financial  statements  do  not  include
adjustments  relating to the recoverability and classification of reported asset
amounts or the amount and  classification of liabilities that might be necessary
should the  Company be unable to  continue  as a going  concern.  The  Company's
continuation  as a going  concern  is  dependent  upon  its  ability  to  obtain
additional  financing  or  sale  of its  common  stock  as may be  required  and
ultimately to attain profitability.

Management's  plan, in this regard, is to acquire an existing operating company.
The Company's management has committed to covering its nominal interim operating
costs, which will enable the Company to operate for the coming year.

Principles of consolidation - The consolidated  financial statements include the
accounts of the  Company and its  subsidiaries.  All  significant  inter-company
balances and transactions have been eliminated.

Use of estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates.

Fair value of financial  instruments - The carrying  amounts and estimated  fair
values of the Company's financial  instruments  approximate their fair value due
to the short-term nature.

Earnings  (loss)  per  share - Basic  earnings  (loss)  per share  excludes  any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed  using the  weighted-average  number of outstanding
common  shares  during the  applicable  period.  Diluted  earnings  per share is
computed using the weighted average number of common and common stock equivalent
shares  outstanding  during  the  period.  Common  stock  equivalent  shares are
excluded from the computation if their effect is antidilutive.

Income  taxes - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences  attributable
to  differences  between the financial  statement  carrying  amounts of existing
assets  and  liabilities   and  their   respective  tax  bases  and  tax  credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

As of June 30, 2004, the Company has available net operating loss  carryovers of
approximately  $800,000 that will expire in various  periods  through 2024. Such
losses may not be fully  deductible due to the  significant  amounts of non-cash
service costs.  The Company has  established a valuation  allowance for the full
tax benefit of the operating loss  carryovers due to the  uncertainty  regarding
realization.

Accounting  methods - The Company  recognizes  income and expenses  based on the
accrual method of accounting.


                                      F-8
<PAGE>

                            REWARD ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS,  HISTORY,  AND SUMMARY OF SIGNIFICANT  POLICIES
(CONTINUED)

Dividend  policy - The  Company has not  adopted a policy  regarding  payment of
dividends.

Comprehensive loss - The Company has no components of other  comprehensive loss.
Accordingly, net loss equals comprehensive loss for all periods.

Segment  information - The Company discloses  segment  information in accordance
with SFAS No.  131,  Disclosures  about  Segments of an  Enterprise  and Related
Information,   which  uses  the  Management  approach  to  determine  reportable
segments. The Company operates under one segment.

Stock-based  compensation  - The Company  applies  Accounting  Principles  Board
("APB")  Opinion No. 25,  Accounting for Stock Issued to Employees,  and Related
Interpretations,  in accounting for stock options issued to employees. Under APB
No. 25,  employee  compensation  cost is recognized when estimated fair value of
the  underlying  stock on date of the grant exceeds  exercise price of the stock
option.  For stock  options and warrants  issued to  non-employees,  the Company
applies SFAS No. 123,  Accounting for Stock-Based  Compensation,  which requires
the recognition of compensation  cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

In December  2002,  the FASB issued SFAS No.  148,  Accounting  for  Stock-Based
Compensation-Transition  and Disclosure.  SFAS No. 148 amends the transition and
disclosure  provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

Net  loss  per  common  share - The  Company  computes  net  loss  per  share in
accordance  with SFAS No.  128,  Earnings  per  Share  and SEC Staff  Accounting
Bulletin No. 98. Under the provisions of SFAS 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common  stockholders for
the period by the weighted average number of shares of common stock  outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents, however, potential common shares are excluded if their
effect is  antidilutive.  For the period from July 3, 2002  (Inception)  through
June 30, 2004, no shares were excluded from the computation of diluted  earnings
per share because their effect would be antidilutive.

NOTE 2.  NOTES PAYABLE

As of June 30, 2004, the Company had four notes payable  totaling  $81,500.  The
outstanding  balance was  unsecured,  due upon demand and accrue the interest at
20% per annum.  On October 25, 2004,  the holders of the notes  converted all of
the notes collectively into 108,754,016 shares of common stock.


                                      F-9
<PAGE>

                            REWARD ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3.  DISCONTINUED OPERATIONS

On April 1, 2004, the Company  discontinued it operations and determined to seek
to acquire an existing operating company:

<TABLE>
<CAPTION>
                                                         FOR THE          FOR THE
                                                       YEAR ENDED        YEAR ENDED
                                                        JUNE 30,          JUNE 30,
                                                          2004              2003
                                                      ------------    -------------
<S>                                                   <C>             <C>
        Revenue                                       $         --    $          --

        Operating expenses                                 336,735        2,406,504
                                                      ------------    -------------
        Loss from operations                             (336,735)      (2,406,504)
        Other expense                                           --               --
                                                      ------------    -------------
        Loss before provision for income taxes           (336,735)      (2,406,504)
        Provision for income taxes                              --               --
                                                      ------------    -------------
        Net loss                                      $  (336,735)    $ (2,406,504)
                                                      ============    =============
        Basic and diluted loss per common share       $     (0.10)    $      (1.30)
                                                      ============    =============
        Basic and diluted weighted average common
        Shares outstanding                               4,272,200        1,828,104
                                                      ============    =============
</TABLE>

NOTE 4.  SUBSEQUENT EVENTS

The Company has recently  entered into a letter of intent dated  October 4, 2004
with Consumers Choice Financial  Services,  Inc. of Houston,  TX ("CCF") whereby
the Company  would  acquire the  operations of CCF in exchange for shares of the
Company. On October 5, 2004, the Company issued 300,000,000 shares of its common
stock to acquire CCF, which is currently  being held in escrow pending  closing.
On November 5, 2004,  the Company  issued an  additional  80,000,000  post-split
shares of its common stock to acquire CCF, which is also currently being held in
escrow pending closing.

On  October  25,  2004,  the Note  Payable of $81,500  and the  related  accrued
interest were converted into 108,754,016 shares of the Company's common stock.

Effective  October 13, 2004 the Company enacted a 1-for-10  reverse split of its
issued and outstanding shares and its authorized shares which changed the issued
and outstanding shares to 113,170,534 shares and its authorized shares from five
billion (5,000,000,000) to five hundred million (500,000,000).


                                      F-10