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Monday, June 20, 2005 8:54:06 AM
RWRD, RWRDE, FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For quarterly period ended: March 31, 2005; or
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 98-0203927
------ ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
202 CURRY STREET, SUITE 100, CARSON CITY, NV 89703
(Address of principal executive offices) (Zip Code)
(713) 937-1117
(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 a registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No /_/
State the number of shares outstanding of the issuer's common equity: $0.001 par value, as of March 31, 2005, was 493,166,224.
Transitional Small Business Disclosure Format. Yes /_/ No /X/
--------------------------------------------------------------------------------
REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2005
INDEX
FINANCIAL STATEMENTS........................................................3
PART I - FINANCIAL INFORMATION..............................................9
ITEM 1. FINANCIAL STATEMENTS.............................................9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATIONS.........................................9
ITEM 3. CONTROLS AND PROCEDURES.........................................10
PART II - OTHER INFORMATION................................................11
ITEM 1. LEGAL PROCEEDINGS...............................................11
ITEM 2. CHANGES IN SECURITIES...........................................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............11
ITEM 5. OTHER INFORMATION...............................................11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................11
SIGNATURES.................................................................12
EXHIBIT 31.1...........................................................31.1-1
EXHIBIT 31.2...........................................................31.2-1
EXHIBIT 32.1...........................................................32.1-1
2
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2005 and June 30, 2004
3
--------------------------------------------------------------------------------
REWARD ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
March 31, June 30,
2005 2004
-------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ --
-------------- --------------
Total Current Assets $ -- $ --
-------------- --------------
TOTAL ASSETS $ -- $ --
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 111,109 $ 68,057
Accounts payable - related parties 75,386 --
Interest payable -- 21,342
Notes payable, net of discount -- 81,500
-------------- --------------
Total Current Liabilities 186,495 170,899
-------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000 shares authorized of $0.001 par value, no shares issued
and outstanding -- --
Common stock: 500,000,000 shares authorized of $0.001 par value,
493,166,224 and 4,412,200 shares issued and outstanding, respectively 493,166 4,412
Additional paid-in capital 2,934,643 3,314,643
Accumulated deficit prior to development stage (3,434,726) (3,434,726)
Accumulated deficit during the development stage (179,578) (55,228)
-------------- --------------
Total Stockholders' Equity (Deficit) (186,495) (170,899)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ --
============== ==============
The accompanying condensed notes are an integral part of the financial statements.
4
--------------------------------------------------------------------------------
REWARD ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From Inception
of Development
Stage
On January 1,
2004
For the Nine Months Ended For the Three Months Ended Through
March 31, March 31, March 31,
------------- ------------- ------------- ------------- -------------
2005 2004 2005 2004 2005
------------- ------------- ------------- ------------- -------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
General and administrative 118,438 25,263 66,427 25,263 168,062
------------- ------------- ------------- ------------- -------------
Total Expenses 118,438 25,263 66,427 25,263 168,062
------------- ------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (118,438) (25,263) (66,427) (25,263) (168,062)
------------- ------------- ------------- ------------- -------------
OTHER (EXPENSES)
Interest expense (5,912) (2,200) -- (2,200) (11,516)
------------- ------------- ------------- ------------- -------------
Total Other (Expense) (5,912) (2,200) -- (2,200) (11,516)
------------- ------------- ------------- ------------- -------------
LOSS BEFORE DISCONTINUED OPERATIONS (124,350) (27,463) (66,427) (27,463) (179,578)
------------- ------------- ------------- ------------- -------------
NET LOSS FROM DISCONTINUED
OPERATIONS -- (274,472) -- (153,831) --
------------- ------------- ------------- ------------- -------------
NET LOSS $ (124,350) $ (301,935) $ (66,427) $ (181,294) $ (179,578)
============= ============= ============= ============= =============
BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00) $ (0.01) $ (0.00) $ (0.00)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 328,777,483 4,412,200 493,166,224 4,412,200
============= ============= ============= =============
The accompanying condensed notes are an integral part of these financial statements.
5
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From Inception
of Development
Stage
On January 1,
For the Nine Months Ended 2004
March 31, Through
-------------------------------- March 31,
2005 2004 2005
-------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (124,350) $ (301,935) $ (179,578)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Discontinued operations -- 274,472 --
Changes in operating assets and liabilities:
Increase in accounts payable-related parties 75,386 9,859 75,386
Increase (decrease) in accounts payable and accrued liabilities 48,964 17,604 104,192
-------------- -------------- --------------
Net Cash Provided (Used) by Operating Activities -- -- --
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES -- -- --
NET INCREASE (DECREASE) IN CASH -- -- --
-------------- -------------- --------------
CASH AT BEGINNING OF PERIOD -- -- --
-------------- -------------- --------------
CASH AT END OF PERIOD $ -- $ -- $ --
-------------- -------------- --------------
CASH PAID FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
The accompanying condensed notes are an integral part of these financial statements.
6
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements March 31, 2005 and June 30, 2004
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its June 30, 2004 Annual Report on Form 10-KSB. Operating results for the three months and nine months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2005.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SHARE EXCHANGE
On November 23, 2004, the Company and the shareholders of Consumer Choice Financial Services, Inc., (CCF) a Nevada corporation, completed a share exchange whereby CCF shareholders delivered 100% ownership interest in CCF in exchange for 380,000,000 restricted shares in the Company. The acquisition of CCF resulted in the shareholders of CCF becoming the controlling shareholders of the Company. CCF is a newly formed corporation with no assets, liabilities or operations, and accordingly the acquisition of CCF was recorded at the predecessor cost to its shareholders which is approximately nothing. This acquisition is being accounted for as a merger whereby the operating company, Reward Enterprises, Inc. is the continuing entity for all accounting purposes. This transfer resulted in a reclassification of $380,000 from prior additional paid in capital to common stock for accounting purposes. (See Note 6)
7
--------------------------------------------------------------------------------
REWARD ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2005 and June 30, 2004
NOTE 4 - STOCK SPLIT
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). All references to shares outstanding and per share amounts have been adjusted to reflect the reverse split on a retroactive basis.
NOTE 5 - RELATED PARTY TRANSACTIONS
As of March 31, 2005, the Company owed related parties $75,386 for amounts advanced to the Company to cover its operating expenses.
NOTE 6 - COMMON STOCK
On November 23, 2004 the Company and the shareholders of Consumer Choice Financial Services, Inc. (CCF) a Nevada corporation, completed a share exchange whereby CCF shareholders delivered 100% ownership interest in CCF in exchange for 380,000,000 restricted shares in the Company valued at par of $0.001. (See Note 3)
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 at a par value of $0.001 per share.
8
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Reward Enterprises, Inc. (the "Company") at March 31, 2005 and June 30, 2004, and the related statements of operations and cash flows for the three months and nine months ended March 31, 2005 and 2004, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months and quarter ended March 31, 2005, are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-QSB.
Forward-Looking And Cautionary Statements
This report contains certain forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties. These factors may cause our company's, or our industry's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology.
These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Business Overview
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 completed 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 can 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.
We expect that we need approximately $150,000 over the next 12 month period. Without adequate funding the product will not progress. Obtaining financing depends on current market conditions, the willingness of the investment community to make investments into a consumer financial services business, the timing of key developments of the banking license and other similar factors. We cannot provide any assurances that we will be able to secure the funding.
Results of Operations
Net losses from operations for the quarter ended March 31, 2005 were $66,427, as compared to $27,463 for the same period in 2004. The net loss for 2005 translates into a loss of $0.00 per share compared to a loss of $0.00 per share for the same period in 2004. Our expenses in 2005 were primarily professional fees incurred in keeping our securities filings current from the inception of the development stage, which began in January 2004. In the first quarter of 2004, we had expenses of $181,294 related to our discontinued operations. We had no revenues in the quarter ended March 31, 2005.
9
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Net losses from operations for the nine months ended March 31, 2005 were $124,350, as compared to $27,463 for the same period in 2004. The net loss for 2005 translates into a loss of $0.00 per share compared to a loss of $0.01 per share for the same period in 2004. Our expenses in 2005 were primarily professional fees incurred in bringing our securities filings current from the inception of the development stage, which began in January 2004. For the nine months ended March 31, 2004, we had expenses of $274,472 related to our discontinued operations. We had no revenues in the same period in 2005.
Liquidity and Capital Resources
We had no cash on hand at March 31, 2005, compared to $-0- at June 30, 2004. We used approximately $-0- of cash for operations during the nine months ended March 31, 2005 compared to $-0- for the same period of 2004.
Several of our shareholders have advanced funds and paid expenses on our behalf during the nine months ended March 31, 2005 in the amount of $75,386. We expect that the shareholders will continue to make such advances until CCF has sufficient operating capital to pay its own costs.
We estimate that existing sources of liquidity and the funds provided by anticipated capital activity will not satisfy our projected working capital requirements through fiscal 2004. Our ability to maintain sufficient liquidity through fiscal 2004 is dependent on our raising additional capital and such capital may not be available on acceptable terms, if at all. Additional financing may result in substantial and immediate dilution to existing stockholders. If adequate funds are not available to satisfy either short or long-term capital requirements, we may be required to curtail operations significantly or to seek funds through arrangements with strategic partners, existing investors or other parties.
ITEM 3. CONTROLS AND PROCEDURES
(A) Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective to cause the material information required to be disclosed by us in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.
(B) Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls during the quarter ended March 31, 2005, the Company's Chief Executive Officer and the Principal Financial Officer have 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.
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any pending claims or assessments that may have a material adverse impact on Reward's financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive Officer and Principal
Accounting Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(b) Report on Form 8-K:
None.
11
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SIGNATURES
In accordance with 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.
Date: June 17, 2005 /s/ Mike Terrell
------------------
Secretary/Director
Principal Financial Officer
12
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EXHIBIT 31.1
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302*
I, Jeff Fisher, chief executive officer, certify that:
1. I have reviewed this quarterly report on form 10-QSB for the quarter ended March 31, 2005 of Reward Enterprises, Inc., a Nevada corporation (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: June 17, 2005 By: /s/ Jeff Fisher
---------------
Name: Jeff Fisher
Title: Chief Executive Officer
*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after July 15, 2006.
--------------------------------------------------------------------------------
EXHIBIT 31.2
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302*
I, Mike Terrell, principal financial officer, certify that:
1. I have reviewed this quarterly report on form 10-QSB for the quarter ended March 31, 2005 of Reward Enterprises, Inc., a Nevada corporation (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: June 17, 2005 By: /s/Mike Terrell
---------------
Name: Mike Terrell
Title: Principal Financial Officer
*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after July 15, 2006.
--------------------------------------------------------------------------------
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Reward Enterprises, Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: June 17, 2005 By: /s/Mike Terrell
---------------
Name: Mike Terrell
Title: Principal Financial Officer
A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Reward Enterprises, Inc. and will be retained by Reward Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-QSB solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-QSB or as a separate disclosure document.
--------------------------------------------------------------------------------
End of Filing
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D05....
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For quarterly period ended: March 31, 2005; or
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 98-0203927
------ ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
202 CURRY STREET, SUITE 100, CARSON CITY, NV 89703
(Address of principal executive offices) (Zip Code)
(713) 937-1117
(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 a registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No /_/
State the number of shares outstanding of the issuer's common equity: $0.001 par value, as of March 31, 2005, was 493,166,224.
Transitional Small Business Disclosure Format. Yes /_/ No /X/
--------------------------------------------------------------------------------
REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2005
INDEX
FINANCIAL STATEMENTS........................................................3
PART I - FINANCIAL INFORMATION..............................................9
ITEM 1. FINANCIAL STATEMENTS.............................................9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATIONS.........................................9
ITEM 3. CONTROLS AND PROCEDURES.........................................10
PART II - OTHER INFORMATION................................................11
ITEM 1. LEGAL PROCEEDINGS...............................................11
ITEM 2. CHANGES IN SECURITIES...........................................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............11
ITEM 5. OTHER INFORMATION...............................................11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................11
SIGNATURES.................................................................12
EXHIBIT 31.1...........................................................31.1-1
EXHIBIT 31.2...........................................................31.2-1
EXHIBIT 32.1...........................................................32.1-1
2
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2005 and June 30, 2004
3
--------------------------------------------------------------------------------
REWARD ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
March 31, June 30,
2005 2004
-------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ --
-------------- --------------
Total Current Assets $ -- $ --
-------------- --------------
TOTAL ASSETS $ -- $ --
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 111,109 $ 68,057
Accounts payable - related parties 75,386 --
Interest payable -- 21,342
Notes payable, net of discount -- 81,500
-------------- --------------
Total Current Liabilities 186,495 170,899
-------------- --------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000 shares authorized of $0.001 par value, no shares issued
and outstanding -- --
Common stock: 500,000,000 shares authorized of $0.001 par value,
493,166,224 and 4,412,200 shares issued and outstanding, respectively 493,166 4,412
Additional paid-in capital 2,934,643 3,314,643
Accumulated deficit prior to development stage (3,434,726) (3,434,726)
Accumulated deficit during the development stage (179,578) (55,228)
-------------- --------------
Total Stockholders' Equity (Deficit) (186,495) (170,899)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ --
============== ==============
The accompanying condensed notes are an integral part of the financial statements.
4
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From Inception
of Development
Stage
On January 1,
2004
For the Nine Months Ended For the Three Months Ended Through
March 31, March 31, March 31,
------------- ------------- ------------- ------------- -------------
2005 2004 2005 2004 2005
------------- ------------- ------------- ------------- -------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES
General and administrative 118,438 25,263 66,427 25,263 168,062
------------- ------------- ------------- ------------- -------------
Total Expenses 118,438 25,263 66,427 25,263 168,062
------------- ------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (118,438) (25,263) (66,427) (25,263) (168,062)
------------- ------------- ------------- ------------- -------------
OTHER (EXPENSES)
Interest expense (5,912) (2,200) -- (2,200) (11,516)
------------- ------------- ------------- ------------- -------------
Total Other (Expense) (5,912) (2,200) -- (2,200) (11,516)
------------- ------------- ------------- ------------- -------------
LOSS BEFORE DISCONTINUED OPERATIONS (124,350) (27,463) (66,427) (27,463) (179,578)
------------- ------------- ------------- ------------- -------------
NET LOSS FROM DISCONTINUED
OPERATIONS -- (274,472) -- (153,831) --
------------- ------------- ------------- ------------- -------------
NET LOSS $ (124,350) $ (301,935) $ (66,427) $ (181,294) $ (179,578)
============= ============= ============= ============= =============
BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00) $ (0.01) $ (0.00) $ (0.00)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 328,777,483 4,412,200 493,166,224 4,412,200
============= ============= ============= =============
The accompanying condensed notes are an integral part of these financial statements.
5
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From Inception
of Development
Stage
On January 1,
For the Nine Months Ended 2004
March 31, Through
-------------------------------- March 31,
2005 2004 2005
-------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (124,350) $ (301,935) $ (179,578)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Discontinued operations -- 274,472 --
Changes in operating assets and liabilities:
Increase in accounts payable-related parties 75,386 9,859 75,386
Increase (decrease) in accounts payable and accrued liabilities 48,964 17,604 104,192
-------------- -------------- --------------
Net Cash Provided (Used) by Operating Activities -- -- --
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES -- -- --
NET INCREASE (DECREASE) IN CASH -- -- --
-------------- -------------- --------------
CASH AT BEGINNING OF PERIOD -- -- --
-------------- -------------- --------------
CASH AT END OF PERIOD $ -- $ -- $ --
-------------- -------------- --------------
CASH PAID FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
The accompanying condensed notes are an integral part of these financial statements.
6
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements March 31, 2005 and June 30, 2004
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its June 30, 2004 Annual Report on Form 10-KSB. Operating results for the three months and nine months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2005.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SHARE EXCHANGE
On November 23, 2004, the Company and the shareholders of Consumer Choice Financial Services, Inc., (CCF) a Nevada corporation, completed a share exchange whereby CCF shareholders delivered 100% ownership interest in CCF in exchange for 380,000,000 restricted shares in the Company. The acquisition of CCF resulted in the shareholders of CCF becoming the controlling shareholders of the Company. CCF is a newly formed corporation with no assets, liabilities or operations, and accordingly the acquisition of CCF was recorded at the predecessor cost to its shareholders which is approximately nothing. This acquisition is being accounted for as a merger whereby the operating company, Reward Enterprises, Inc. is the continuing entity for all accounting purposes. This transfer resulted in a reclassification of $380,000 from prior additional paid in capital to common stock for accounting purposes. (See Note 6)
7
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REWARD ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2005 and June 30, 2004
NOTE 4 - STOCK SPLIT
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). All references to shares outstanding and per share amounts have been adjusted to reflect the reverse split on a retroactive basis.
NOTE 5 - RELATED PARTY TRANSACTIONS
As of March 31, 2005, the Company owed related parties $75,386 for amounts advanced to the Company to cover its operating expenses.
NOTE 6 - COMMON STOCK
On November 23, 2004 the Company and the shareholders of Consumer Choice Financial Services, Inc. (CCF) a Nevada corporation, completed a share exchange whereby CCF shareholders delivered 100% ownership interest in CCF in exchange for 380,000,000 restricted shares in the Company valued at par of $0.001. (See Note 3)
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 at a par value of $0.001 per share.
8
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Reward Enterprises, Inc. (the "Company") at March 31, 2005 and June 30, 2004, and the related statements of operations and cash flows for the three months and nine months ended March 31, 2005 and 2004, have been prepared by our management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months and quarter ended March 31, 2005, are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-QSB.
Forward-Looking And Cautionary Statements
This report contains certain forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties. These factors may cause our company's, or our industry's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology.
These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Business Overview
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 completed 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 can 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.
We expect that we need approximately $150,000 over the next 12 month period. Without adequate funding the product will not progress. Obtaining financing depends on current market conditions, the willingness of the investment community to make investments into a consumer financial services business, the timing of key developments of the banking license and other similar factors. We cannot provide any assurances that we will be able to secure the funding.
Results of Operations
Net losses from operations for the quarter ended March 31, 2005 were $66,427, as compared to $27,463 for the same period in 2004. The net loss for 2005 translates into a loss of $0.00 per share compared to a loss of $0.00 per share for the same period in 2004. Our expenses in 2005 were primarily professional fees incurred in keeping our securities filings current from the inception of the development stage, which began in January 2004. In the first quarter of 2004, we had expenses of $181,294 related to our discontinued operations. We had no revenues in the quarter ended March 31, 2005.
9
--------------------------------------------------------------------------------
Net losses from operations for the nine months ended March 31, 2005 were $124,350, as compared to $27,463 for the same period in 2004. The net loss for 2005 translates into a loss of $0.00 per share compared to a loss of $0.01 per share for the same period in 2004. Our expenses in 2005 were primarily professional fees incurred in bringing our securities filings current from the inception of the development stage, which began in January 2004. For the nine months ended March 31, 2004, we had expenses of $274,472 related to our discontinued operations. We had no revenues in the same period in 2005.
Liquidity and Capital Resources
We had no cash on hand at March 31, 2005, compared to $-0- at June 30, 2004. We used approximately $-0- of cash for operations during the nine months ended March 31, 2005 compared to $-0- for the same period of 2004.
Several of our shareholders have advanced funds and paid expenses on our behalf during the nine months ended March 31, 2005 in the amount of $75,386. We expect that the shareholders will continue to make such advances until CCF has sufficient operating capital to pay its own costs.
We estimate that existing sources of liquidity and the funds provided by anticipated capital activity will not satisfy our projected working capital requirements through fiscal 2004. Our ability to maintain sufficient liquidity through fiscal 2004 is dependent on our raising additional capital and such capital may not be available on acceptable terms, if at all. Additional financing may result in substantial and immediate dilution to existing stockholders. If adequate funds are not available to satisfy either short or long-term capital requirements, we may be required to curtail operations significantly or to seek funds through arrangements with strategic partners, existing investors or other parties.
ITEM 3. CONTROLS AND PROCEDURES
(A) Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective to cause the material information required to be disclosed by us in the reports that we file or submit under the Exchange Act to be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.
(B) Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls during the quarter ended March 31, 2005, the Company's Chief Executive Officer and the Principal Financial Officer have 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.
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any pending claims or assessments that may have a material adverse impact on Reward's financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive Officer and Principal
Accounting Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(b) Report on Form 8-K:
None.
11
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SIGNATURES
In accordance with 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.
Date: June 17, 2005 /s/ Mike Terrell
------------------
Secretary/Director
Principal Financial Officer
12
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EXHIBIT 31.1
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302*
I, Jeff Fisher, chief executive officer, certify that:
1. I have reviewed this quarterly report on form 10-QSB for the quarter ended March 31, 2005 of Reward Enterprises, Inc., a Nevada corporation (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: June 17, 2005 By: /s/ Jeff Fisher
---------------
Name: Jeff Fisher
Title: Chief Executive Officer
*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after July 15, 2006.
--------------------------------------------------------------------------------
EXHIBIT 31.2
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302*
I, Mike Terrell, principal financial officer, certify that:
1. I have reviewed this quarterly report on form 10-QSB for the quarter ended March 31, 2005 of Reward Enterprises, Inc., a Nevada corporation (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: June 17, 2005 By: /s/Mike Terrell
---------------
Name: Mike Terrell
Title: Principal Financial Officer
*The introductory portion of paragraph 4 of the Section 302 certification that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b), have been omitted in accordance with Release No. 33-8545 (March 2, 2005) because the compliance period has been extended for small business issuers until the first fiscal year ending on or after July 15, 2006.
--------------------------------------------------------------------------------
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Reward Enterprises, Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: June 17, 2005 By: /s/Mike Terrell
---------------
Name: Mike Terrell
Title: Principal Financial Officer
A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Reward Enterprises, Inc. and will be retained by Reward Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-QSB solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-QSB or as a separate disclosure document.
--------------------------------------------------------------------------------
End of Filing
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