<PAGE> 1
=====================================================================
U S SECURITIES & EXCHANGE COMMISSION
WASHINGTON DC 20549
10-QSB
[ x ] QUARTERLY REPORT UNDER SECTION 13 or (15) D OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 or 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ______________ to _____________
Commission file number 000-27259
REWARD ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada Applied For
(State or other jurisdiction of (IRS Employer Identification
Incorporation or Organization) No.)
5000 Miller Road
Richmond, British Columbia
Canada V7B 1Y3
(Address of principal executive office)
(604) 275-6519
(Issuer's telephone number)
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 [ ] Not subject to filing until
November 6, 1999.
As of December 28, 1999 there were 1,000,000 shares of the Registrant's
common stock outstanding.
Transitional Small Business Disclosure Format (check one)
YES [ x ] NO [ ]
=====================================================================
<PAGE> 2
REWARD ENTERPRISES, INC.
Form 10-QSB
For the Quarter Ended September 30, 1999
INDEX
PART I - Financial Information
Item 1 - Financial Statements:
- Balance Sheet
- Statements of Operations and Comprehensive Loss
- Statement of Stockholders' Equity
- Statements of Cash Flows
- Notes To Financial Statements
Item 2 - Management's Discussion and Analysis or Plan of Operation
PART II - Other Information
<PAGE> 3
REWARD ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
ASSETS 1999 1999
<S> <C> <C>
CURRENT ASSETS
Cash $ 65,552 $ 102,614
--------- ---------
TOTAL CURRENT ASSETS 65,552 102,614
PROPERTY AND EQUIPMENT
Computer hardware 8,665 8,665
Website 10,000 10,000
Software license 50,000 50,000
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 68,665 68,665
--------- ---------
OTHER ASSETS
Investments 5,000 -
--------- ---------
TOTAL ASSETS $ 139,217 $ 171,279
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 52,500 $ 72,500
Loans payable 3,600 -
--------- ---------
TOTAL CURRENT LIABILITIES 56,100 72,500
--------- ---------
TOTAL LIABILITIES 56,100 72,500
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 200,000,000 shares
authorized, $.01 par value;
2,715,000 and 1,000,000 shares
issued and outstanding,
respectively 27,150 27,150
Additional paid-in capital 154,350 154,350
Subscriptions receivable (10,000) 10,000
Accumulated deficit during
developmental stage (98,229) (72,506)
Accumulated other comprehensive
income (154) (215)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 83,117 98,779
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 139,217 $ 171,279
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
1
<PAGE> 4
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
Period Year Dec 12, 1997
Ended Ended (inception)
Sept 30, June 30, Through
1999 1999 Sept 30, 1999
<S> <C> <C> <C>
REVENUES $ - $ - $ -
--------- --------- ----------
EXPENSES
Consulting fees 7,500 47,500 65,000
Commissions - - -
Legal and professional fees 9,400 10,000 19,400
Travel and entertainment 5,811 4,791 10,602
Office and administration 3,012 215 3,227
--------- --------- ----------
TOTAL OPERATING EXPENSES 25,723 62,506 98,229
--------- --------- ---------
NET LOSS FROM OPERATIONS (25,723) (62,506) (98,229)
OTHER COMPREHENSIVE INCOME
Foreign currency
translation loss 61 (215) (154)
--------- --------- ---------
COMPREHENSIVE LOSS $ (25,662) $ (62,721) $ (98,383)
========= ========= =========
NET LOSS PER COMMON SHARE $ (0.0095) $ (0.0437)
========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES
OUTSTANDING 2,715,000 1,428,750
========= =========
</TABLE>
The accompanying notes are an integral pan of these financial
statements.
2
<PAGE> 5
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional
Number Paid-in Subscription Accumulated
of Shares Amount Capital Receivable Deficit
<S> <C> <C> <C> <C> <C>
Issuance of common stock
in April 1998: for value
at $.01 per share 1,000,000 $ 10,000 $ - $ (10,000) $ -
Loss for year ending
June 30, 1998 - - - - (10,000)
--------- -------- --------- -------- ---------
Balance,
June 30, 1998 1,000,000 10,000 - (10,000) (10,000)
Settlement of subscriptions
receivable - - - 10,000 -
Issuance of common stock
in May, 1999 for cash at
$0.01 per share 1,400,000 14,000 - - -
Issuance of common stock
May, 1999 for cash at
$0.50 per share 315,000 3,150 154,350 - -
Loss for year ending
June 30, 1999 - - - - (62,506)
Foreign translation gain
(loss) - - - - -
Loss for period ending
Sept 30, 1999 - - - - (25,723)
--------- -------- --------- -------- ---------
Balance,
Sept 30, 1999 2,715,000 $ 27,150 $ 154,350 $ - $ (98,229)
========= ======== ========= ======== =========
The accompanying notes are an integral part of these financial
statements.
3-a
<PAGE> 6
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Accumulated
Other Total
Comprehensive Stockholders'
Income Equity
<S> <C> <C>
Issuance of common stock
in April 1998: for value
at $.01 per share $ - $ -
Loss for year ending
June 30, 1998 - (10,000)
--------- ---------
Balance, June 30, 1998 - (10,000)
Settlement of subscriptions
receivable - 10,000
Issuance of common stock
in May, 1999 for cash at
$0.01 per share - 14,000
Issuance of common stock
May, 1999 for cash at
$0.50 per share - 157,500
Loss for year ending
June 30, 1999 - (62,506)
Foreign translation gain
(loss) (154) (154)
Loss for period ending
Sept 30, 1999 - (25,723)
--------- ---------
Balance, Sept 30, 1999 $ (154) $ (83,117)
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3-b
<PAGE> 7
REWARD ENTERPRISES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period Year Dec 12, 1997
Ended Ended (inception)
Sept 30, June 30, Through
1999 1999 Sept 30, 1999
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (25,723) $ (62,506) $ (88,229)
Adjustments to reconcile not loss to
net cash used by operating activities:
Increase in:
Other assets (60,000) (60,000)
Loans payable 3,600 3,600
Accounts payable (10,000) 62,500 52,500
--------- --------- ---------
Net cash (used) in
operating activities (32,123) (60,006) (92,129)
--------- --------- ---------
Cash flows from investing activities:
Purchase - other (5,000) (5,000)
Purchase of property
and equipment - (8,665) (8,665)
--------- --------- ---------
Net cash used in
investing activities (5,000) (8,665) (13,665)
Cash flows from financing activities:
Issuance of stock - 171,500 171,500
--------- --------- ---------
Net increase in cash (37,123) 102,829 65,706
foreign translation gain 61 (215) (154)
Cash, beginning of period 102,614 - -
--------- --------- ---------
Cash, end of period $ 65,552 $ 102,614 $ 65,552
========= ========= =========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest
and income taxes:
Interest $ - $ - $ -
========= ========= =========
Income taxes $ - $ - $ -
========= ========= =========
NON-CASH INVESTING AND FINANCING
Stock subscribed in exchange
for payables $ - $ 10,000 $ 10,000
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
4
<PAGE> 8
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Reward Enterprises Inc., formerly Sports Entertainment (hereinafter
"the Company"), was incorporated in December 1997 under the laws of the
State of Nevada primarily for the purpose of offering interactive
online Internet entertainment and game playing. The name change to
Reward Enterprises Inc. was effective on July 28, 1998
The Company is in the development stage and as of September 30, 1999
had not realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Reward Enterprises
Inc. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management who are responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
Development Stage Activities
The Company has been in the development stage since its formation on
December 12, 1997. It is primarily engaged in internet entertainment
and game playing.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred
a comprehensive net loss of $25,662 and $62,721 for the quarter ended
Sept 30, 1999 and the year ending June 30, 1999, respectively. The
Company, being a developmental stage enterprise, is currently putting
technology in place that will, if successful, mitigate these factors
that raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
Management has established plans designed to create sales of the
Company's products. Management intends to seek new capital from new
equity securities issuances that will provide funds needed to increase
liquidity, fund internal growth and fully implement its business plan.
5
<PAGE> 9
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting, with a year-end of June 30.
Loss Per share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding. Stock options, which would be antidilutive, were not used
in the calculation of loss per share.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Provision for Taxes
At Sept 30, 1999, the Company had a net operating loss of approximately
$25,000. No provision for taxes or tax benefit has been reported in the
financial statements, as there is not a measurable means of assessing
future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of estimates
and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated
amounts.
Impaired Asset Policy
The Company evaluates the recoverability of property and equipment and
intangible assets when events and circumstances indicate that such
assets might be impaired. The Company determines impairment by
comparing the undiscounted future cash flows estimated to be generated
by these assets to their respective carrying amounts.
6
<PAGE> 10
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Year 2000
The Company, like other firms, could be adversely affected if the
computer systems used by it, its suppliers or customers do not properly
process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as
the "Year 2000" issue. Additionally, this issue could impact
non-computer systems and devices such as production equipment. At this
time, because of the complexities involved in the issue, management
cannot provide assurances that the Year 2000 issue will not have an
impact on the Company's operations.
The Company has reviewed its technology, including software and
hardware, and has determined that there will be no adverse effects to
the Company's operation regarding Year 2000 issues. Management also
believes that Year 2000 issues should not adversely affect the ability
of its clients and customers to conduct business with the Company. Any
costs associated with Year 2000 compliance are expensed when incurred.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and
amortization are provided using the straight line method over the
estimated useful lives of the assets. The useful lives of property,
plant and equipment for purposes of computing depreciation and
amortization are five to seven years. The following is a summary of
property and equipment.
Cost
Computers $ 8,665
Website 10,000
Software license 50,000
--------
$ 68,665
========
No depreciation or amortization expense has been recognized for the
period ended Sept 30, 1999 and the year ending June 30, 1999 because
the assets were not placed in service until after Sept 30, 1999.
7
<PAGE> 11
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 4 - INTANGIBLE ASSETS
The Company has capitalized $60,000 which is the contractual cost of
the website and software license purchased from an independent
supplier. No portion of this software-acquired at June 30, 1999-was
internally developed and, accordingly, there are no internal costs
associated with this software which were charged to research and
development. Consistent with SOP 98-1, the costs of this software-which
was purchased solely for internal use and will not be marketed
externally have been capitalized.
NOTE 5 - COMMON STOCK
Upon incorporation, subscriptions for 10,000,000 shares of common stock
were issued at $.001 per share for $10,000. In July 1999, the Board of
Directors authorized a 1 for 10 reverse stock split. This decreased the
number of issued and outstanding shares to 1,000,000 and increased the
par value of the stock to $0.01 per share. A second share issuance
Under Regulation D, Rule 504, was for 1,400,000 common shares at $.01
and 315,000 common shares at $0.50 per share for total proceeds of
$171,500.
At June 30, 1999 and 1998, $10,000 in stock subscriptions were
receivable and subsequently this amount was settled.
NOTE 6 - STOCK OPTIONS
In September 1998, the Company adopted the Reward Enterprises Inc. 1999
Directors and Officers Stock Option Plan, a non-qualified plan. This
plan allows the Company to distribute up to 2,000,000 shares of common
stock to officers, directors, employees and consultants through the
authorization of the Company's Board of Directors.
During 1999, under Rule 701, the Company issued 2,500,000 common stock
options for the services of consultants. The options issued include
negotiation rights and begin vesting in June 1999, with 25% of the
eligible shares vesting each year until the recipients are fully vested
in their shares. The Company entered into consulting agreements with
three directors of the Company. Two of the consultants will receive
$5,000 per month and 500,000 common stock options exercisable at $0.10
per share and 500,000 common stock options exercisable at $0.25 per
share. One director will receive $2,500 per month and 250,000 common
stock options exercisable at $. 10 per share and 250,000 common stock
options exercisable at 0.25 per share. All options related to these
agreements expire June 30, 2009. See Note 7.
The fair value of each option granted is estimated on the grant date
using the Black-Scholes Option Price Calculation. The following
assumptions were made in estimating fair value: Risk-free interest rate
of 5% and expected life of ten years.
8
<PAGE> 12
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 6 - STOCK OPTIONS (continued)
Following is a summary of the stock options during 1998 and 1999:
Weighted
Average
Number Exercise
Of Shares Price
Outstanding at 6-30-98 - -
--------- ------
Granted 1,250,000 $ 0.10
Granted 1,250,000 $ 0.25
Exercised - -
Forfeited - -
--------- ------
Outstanding at 6-30-99 2,500,000 $ 0.18
Options exercisable at 6-30-99 2,500,000 $ 0.18
--------- ------
Weighted average fair value of
options granted during 1999 $ 0.18
------
NOTE 7 - RELATED PARTIES
Certain consultants who received common stock options under the
Company's non-qualified stock option plan are the Company's directors
and stockholders. (See Note 6). An associate, of a director of the
Company provides office space to the Company at no charge, The value of
this space is not considered significant.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Database Development
The Company's purchase commitment for services to develop a website at
Sept 30, 1999 totaled $10,000, of which $5,000 was paid in 1999. As of
Sept 30, 1999 the Company considered that the majority of the services
contracted for were payable and accrued the balance owing of $5,000 as
part of accounts payable.
Software License Agreement
The Company's purchase commitment for a software license agreement at
Sept 30, 1999 totaled $50,000 of which $20,000 was paid in 1999. As of
Sept 30, 1999 the Company considered the contract payable and accrued
the balance of $30,000 as part of accounts payable.
9
<PAGE> 13
REWARD ENTERPRISES INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)
As further consideration for the rights granted under the software
license, the licensee, Reward Enterprises, Inc., will pay a royalty
calculated at 30% of gross revenue until aggregate royalty payments of
$100,000 have been paid. After the $100,000 has been paid, the royalty
rate will be reduced to 20% of gross revenue until an aggregate
$1,000,000 has been paid and, thereafter, royalty payments will be 15%
of gross revenue for the balance of the term of the agreement. The term
of the agreement is two years with an option to renew for another two
years. Royalty payments begin at the end of the first month after the
Company is no longer considered to be in the development stage.
NOTE 9 - CONCENTRATIONS
The Company maintains all of its cash accounts at a single financial
institution located in Delta, British Columbia, Canada.
NOTE 10 - TRANSLATION OF FOREIGN CURRENCY
The Company has adopted Financial Accounting Standard No. 52. Foreign
currency translation resulted in an aggregate exchange loss of $154 for
the period ended Sept 30, 1999. The Company recorded this transaction
in the Statement of Stockholders' Equity.
NOTE 11 - SUBSEQUENT EVENTS
On July 22, 1999, the Company incorporated a subsidiary in Nevis,
Eastern Caribbean under the name Reward Nevis Group, Inc. The shares
are held by another subsidiary, Reward International Group Ltd., a
Bermudian company, which was incorporated August 6, 1999. Reward
International Group Ltd. is wholly owned by Reward Enterprises, Inc.
10
<PAGE> 14
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, OF THE
COMPANY CONTAINED ELSEWHERE IN THIS FORM 10-QSB
OVERVIEW
Reward Enterprises, Inc. (the "Company") was incorporated in April
1998 as Sports Entertainment Productions Inc. to pursue opportunities
around the world in the Internet based entertainment industry. The
name was changed to Reward Enterprises, Inc in July, 1998. The Company
has two subsidiary companies, Reward International Group Ltd, a Bermuda
corporation, and Reward Nevis Group, Inc., a Nevis based corporation.
Its main objective is to develop a profitable "Entertainment Mall"
through an e-commerce secure "portal". Entertainment options offered
will be videos, CDs, virtual casino-style games, free bingo, and dice
and specialty and interactive video games. The general entertainment
and e-commerce components will be marketed to the whole world while the
gaming related options will focus on Asia, Europe, Australia and South
America.
On June 15, 1999, Reward Nevis Group, Inc, a wholly owned
subsidiary of the Company entered into a non-exclusive software license
agreement with Chartwell Technologies Inc, of Laguna Hills, California
to acquire and development all software necessary to conduct the
Internet gaming activity and to handle all Internet cash transactions.
This software is customized and is a full service gaming system which
includes twelve casino games, a back-end administrative utility with
remote access, I.P. Tracking, e-Commerce software and technical
support. The license is non-exclusive and is currently licensed to
others. The Company is restricted in the use of this technology and
cannot sublicense it to others. It is for a period of two years and
has provision for renewal for additional two years. The royalty payable
is 15% of gross revenues generated. Pursuant to the agreement, $20,000
has been paid to Chartwell to date and a further payment of $10,000
will be made in the last quarter of 1999.
Through Reward Nevis Group, Inc, the Company will operate its Web
server from Belise and it will be administered from that location as
well. A contract has been executed with INet Global Ltd to host and
secure the site. It is expected to be fully developed and operational
by January 2000.
Management of the Company is currently in the development stage of
its business and is in the process of completing further agreements to
implement its business plan. The Company plans to test the Web site
operating and software systems, including gaming, shopping and browsing
features, on-line ordering during the last quarter of 1999 and first
quarter of 2000. A limited launch phase is expected during the second
quarter of 2000.
<PAGE> 15
RESULTS OF OPERATIONS
There are no revenues in the quarter ending September 30, 1999 as
the Company has not as yet activated its web site.
During the quarter ending September 30, 1999, the Company incurred
expenses of $25,723.
A summary of this is as follows:
Legal and Professional fees $ 9,400
Consulting fees 7,500
Travel 5,811
Other 3,012
--------
Total $ 25,723
========
The Company has carefully controlled its expenses to date, and
plans to complete a financing in the near future to provide necessary
funds required in its business plan.
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 September 30, 1999 was $65,552 and the Company has
sufficient funds to conduct ifs affairs.
LIQUIDITY AND CAPITAL RESOURCES
The Company has to date, financed its development stage by the
sale of common stock. At September 30, 1999, the Company had 2,715,000
shares of common stock outstanding and had raised a total of $181,500.
At September 30, 1999 it had cash on hand of $65,552 and said cash
resources are maintained with a large Canadian financial institution.
The Company recognizes that it will need additional cash during
the next twelve months and will endeavor to obtain additional cash
through the sale of common stock. There is no assurance that the
Company will be able to obtain additional capital as required, or
obtain the capital on terms and conditions acceptable to it.
The Company has sufficient cash to finance its operations at this
stage of its development. Its liabilities relate to its software
license and website development.
YEAR 2000 COMPUTER SOFTWARE CONVERSION
All computer equipment owned by the Company has been acquired in
the past 12 months and is not considered to be a problem for Year 2000.
This assurance cannot be given for third party equipment for which the
Company has no control.
<PAGE> 16
Since we have yet to acquire any technology in support of our
services, the planned acquisitions will most likely involve hardware
and software which is relatively new and therefore management does not
anticipate that it will incur significant operating expenses or be
required to invest heavily in computer systems improvements to be Year
2000 compliant.
While the Company is confident that its systems will be
compatible, no assurance can be given that this will not impact the
Company's results of operations.
INFLATION
Inflation has not been a factor during the quarter ending
September 30, 1999. While inflationary forces are moderately higher
than early 1999, the actual inflation is immaterial and is not
considered a factor in any contemplated capital expenditure program.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company knows of no litigation present, threatened or
contemplated or unsatisfied judgment against the Company, its officers
or directors or any proceedings in which the Company, its officers or
directors are a party.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The rights of the holders of the Company's securities have not
been modified nor have the rights evidenced by the securities been
limited or qualified by the issuance or modification of any other class
of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There are no senior securities issued by the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters presented to the shareholders for vote
during the three months ended September 30, 1999.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed for the quarter ended September
30, 1999.
EXHIBIT
27 Financial Data Schedule
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
REWARD ENTERPRISES, INC.
BY: /s/ Robert Dinning
Robert Dinning,
Secretary/Treasurer, Chief Financial Officer
and Director
December 28, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at September 30, 1999 (Unaudited)
and the Consolidated Statement of Income for the three months ended September
30, 1999 (Unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 65,552
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 65,552
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 139,217
<CURRENT-LIABILITIES> 56,100
<BONDS> 0
0
0
<COMMON> 27,150
<OTHER-SE> 154,350
<TOTAL-LIABILITY-AND-EQUITY> 139,217
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25,723
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (25,723)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,723)
<EPS-BASIC> 0.01
<EPS-DILUTED> 0
</TABLE>
