UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 2000
EUROKIOSK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4054666
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK 10020
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 265-4600
--------------
<PAGE>
FORWARD LOOKING STATEMENTS
Except for the Historical Information Contained Herein, Certain
Matters Discussed in this Report May Be Considered
"Forward-looking Statements" Within The Meaning of The Securities
Act of 1933 And The Securities Exchange Act of 1934, as Amended
by The Private Securities Litigation Reform Act of 1995. Those
Statements Include Statements Regarding The Intent, Belief or
Current Expectations of The Company and Members of its Management
as Well as the Assumptions on Which Such Statements Are Based.
Prospective Investors Are Cautioned That Any Such Forward-looking
Statements Are Not Guarantees of Future Performance and Involve
Risks and Uncertainties, and That Actual Results May Differ
Materially from Those Contemplated by Such Forward-looking
Statements. Important Factors Currently Known to Management That
Could Cause Actual Results to Differ Materially from Those in
Forward-looking Statements Include "The Company's Operating
Results Could Fluctuate, Causing Its Stock Price to Fall", "If
the Company Cannot Integrate Acquired Companies in its Business,
its Profitability May Be Adversely Effected", and "The Company
May Not Be Able to Compete Successfully Against Other Companies."
These and Additional Important Factors to Be Considered Are Set
Forth in the Safe Harbor Compliance Statement for Forward-looking
Statements the Company Undertakes No Obligation to Update or
Revise Forward-looking Statements to Reflect Changed Assumptions,
the Occurrence of Unanticipated Events or Changes to Future
Operating Results.
Item 2. Acquisition or Disposition of Assets
Eurokiosk, Inc., on December 20, 2000 acquired all the
outstanding shares of common stock of Global Wireless Ltd.,
(hereinafter "Global Wireless") a company incorporated under the
laws of the province of British Columbia, Canada.
Under the Acquisition Agreement, a copy of which is attached
as an Exhibit, Eurokiosk will issue 5,490,514 shares of common
stock to the shareholders of Global Wireless in consideration of
Eurokiosk's acquisition of all of the outstanding shares of
common stock in Global Wireless. The transaction has been
approved by the shareholders of both Eurokiosk and Global
Wireless.
As a result of the acquisition of Global Wireless, control of
Eurokiosk is now in the hands of the shareholders of Global
Wireless. Pursuant to the terms of the Acquisition Agreement,
Eurokiosk shall, effective January 5, 2001, change its name to
20/20 Wireless Inc.
ABOUT 20/20 WIRELESS INC.
Subsequent to the acquisition of Global Wireless by Eurokiosk,
Company will change its name to 20/20 Wireless Inc., (hereinafter
"20/20 Wireless").
20/20 Wireless is a wireless technology company that provides
wireless monitoring and diagnostic systems to the electrical,
cable television, telephone vending, and petroleum industries.
20/20's systems allow the operators of these industries to better
monitor the status of critical network equipment and increase its
reliability. 20/20's goal is to become the leading provider of
wireless monitoring and diagnostic systems, enabling its
industrial partners to maximize the use of their remote equipment
with wireless integration.
20/20 has developed several patentable products that are beta
ready. 20/20 has a cable television (CATV) beta test trial in
progress with ComCast Communications and Time Warner in
California. 20/20 also seeks to serve the telephone and
electricity industry with a similar application, with market
potential which 20/20 estimates at 5-10 times that of CATV.
Other stationary networks which 20/20 seeks to monitor include
utility consumption metering, food/video game vending machines,
electrial distribution equipment, oil and gas field services
monitoring and construction equipment 'time of use' metering.
Item 5. Other Events
Effective January 5, 2000, the Company will change its name
to 20/20 Wireless Inc.
Item 7. Financial Statements and Exhibits
At this time, 20/20 Wireless is unable to provide the required
financial statements for Global Wireless. The Company however
expects to file such financial statements as an amendment
to this Form as soon as practicable, but not later than sixty
(60) days after the report on this Form is to be filed.
A copy of the Acquisition Agreement between Eurokiosk and Global
Wireless, is attached hereto as an exhibit.
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: January 4, 2001
Eurokiosk, Inc.
(Registrant)
/s/ Shane Henty Sutton
President
