U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 29, 2000
Commission file no. 0-27769
Power Kiosks, Inc.
f/k/a Alternate Achievements, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0522144
- ------------------------------------ ----------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (905) 948-9600
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696
Fax: (561) 659-5371
<PAGE>
Indicate by 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
--- --
As of February 29, 2000, without giving effect to the acquisition and
reorganization reported on Form 8K, there are 6,000,000 shares of voting stock
of the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
POWER KIOSKS, INC.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
during the development stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
POWER KIOSKS, INC.
( A Development Stage Company)
BALANCE SHEET
<S> <C>
February 29, 2000
- --------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash $ 15,905
- --- ----------------------------------------------------------------------------
TOTAL CURRENT ASSETS $ 15,905
- --------------------------------------------------------------------------------
$ 15,905
- --- ----------------------------------------------------------------------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 1,905
- --- ----------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES $ 1,905
- --------------------------------------------------------------------------------
$ 1,905
- --- ----------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares
authorized 6,000,000 shares issued and outstanding 600
(without giving effect to the acquisition and
reorganization reported on Form 8K)
Preferred stock - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 21,900
Deficit accummulated during the development stage (8,500)
- --- ----------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 14,000
- --------------------------------------------------------------------------------
$ 15,905
- --- ----------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
POWER KIOSKS, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
<S> <C>
For the period September 1, 1999 to February 29, 2000
- --------------------------------------------------------------------------------
Revenues $ -
- --------------------------------------------------------------------------------
Operating expenses: 6000
- --------------------------------------------------------------------------------
Total operating expenses 6000
- --------------------------------------------------------------------------------
Loss before income taxes (6,000)
Income taxes -
- --------------------------------------------------------------------------------
Net loss (6,000)
$ -
- --------------------------------------------------------------------------------
Net loss per share $ (0.001)
- --------------------------------------------------------------------------------
Weighted average shares of common stock 6,000,000
(without giving effect to the acquisition
and reorganization reported on Form 8K)
- --------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part
of the financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
POWER KIOSKS, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
- --- --------------------------------- ----------- ----------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
September 15, 1994 - Services 5,500,000 $ - $ 550 $ 1,950 $ - $ 2,500
(Date of Inception)
Issuance of Common Stock:
September 24, 1999 500,000 - 50 19,950 - 20,000
Deficit accumulated during
the development stage - - - - (8,500) (8,500)
- --- --------------------------------- ----------- ----------- ---------- --------- ------------ ---------
Balance - February 29, 2000 6,000,000 $ - $ 600 $ 21,900 $ (8,500) $ 14,000
-
- ------------------------------------- ----------- -------------------------------- ------------ ---------
</TABLE>
The accompanying notes are an integral part
of the financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
POWER KIOSKS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period September 1, 1999 to February 29, 2000
- ------------------------------------------------------------ ------------------
<S> <C>
Operating Activities:
Net loss $ (6,000)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses 1,905
- ------------------------------------------------------------ -------------------
Net cash used by operating activities (4,095)
- ------------------------------------------------------------ -------------------
Financing activities:
Issuance of Common Stock 20,000
- ---- ------------------------------------------------------- -------------------
Net cash provided by financing activities 20,000
- ------------------------------------------------------------ -------------------
Net increase in cash 15,905
- ------------------------------------------------------------ -------------------
Cash - February 29, 2000 $ 15,905
- ------------------------------------------------------------ -------------------
</TABLE>
The accompanying notes are an integral part
of the financial statements.
F-5
<PAGE>
POWER KIOSKS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Power Kiosks, Inc. f/k/a Alternate Achievements, Inc. (a development stage
company) is a Florida Corporation organized to engage in the marketing and
distribution of training programs and seminars to corporate level executives on
various management issues. The Company failed in its attempt to implement its
initial business plan and during September 1995 abandoned its efforts. The
Company had no operations for the period prior to September 1995. The Company
was inactive and there were no transactions from September 1995 to the date of
reinstatement by the State of Florida on November 30, 1998 that affect the
balances reflected in the financial statements as of September 1, 1999.
The Company has a new business plan, which was adopted on or about September 1,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The financial statements for the six (6) months ended February 29, 2000 include
all adjustments, which in the opinion of management, are necessary for fair
presentation, and such adjstments are of a normal and recurring nature. The
results for the six months are not indicative of a full year results.
Note B - Stockholders' Equity:
On September 15, 1994, the Company issued 5,500,000 shares of common stock, in
lieu of cash, for the fair market value of services rendered by its initial
stockholders. On or about September 1, 1999, third parties purchased the shares
from the initial stockholders.
F-6
<PAGE>
Note B - Stockholders' Equity (con't):
Subsequently the same third parties purchased at $0.04 per share, 500,000 shares
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $6,000 in professional fees includes the costs and expenses of
legal and accounting service associated with the preparation and filing of the
registration statement.
At February 29, 2000, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 6,000,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of February 29, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative as of February 29,2000 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through February
29, 2000. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Management plans currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since 1995. The costs and
expenses associated with the preparation and filing of this registration
statement and other operations of the Company have been paid for by a
shareholder, specifically John N. Marratt (see Item 4, Security Ownership of
Certain Beneficial Owners and Management, John N. Marratt is the controlling
shareholder). Mr. Marratt has agreed to pay future costs associated with filing
future reports under Exchange Act of 1934 if the Company is unable to do so. It
is anticipated that the Company will require only nominal capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholders or its sole officer
and director in the immediate future. Repayment of any such funding will also be
subject to such negotiations. However, unless the Company is able to facilitate
an acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management has reported an acquisition and reorganization. The
information contained in this Form 10QSB for the quarter ended February 29, 2000
does not give effect to the reorganization conducted by the Company nor to other
transactions that took place in connection with acquisition by the Company of
all of the issued and outstanding stock of Power Photo Kiosks, a Canadian
company, which acquisition took place on February 23, 2000.
The Company has previously filed a Form 8K with the Commission,
informing the Commission and the public of the acquisition and reorganization.
It intends to file an amended Form 8K with the Commission by May 8, 2000, which
report shall contain consolidated financial statements reflecting the
acquisition and reorganization.
Plan of Operation
The Company has been actively seeking possible business opportunities
with the intent to acquire or merge with one or more business ventures. Because
the Company has limited funds, it may be necessary for the sole officer and
director to either advance funds to the Company or to accrue expenses. Repayment
of such funds will not be a condition of the planned acquisition. Management has
held expenses to a minimum and obtained services on a contingency basis when
possible. Further, the Company's directors have deferred compensation until such
time as an acquisition or merger can be accomplished.
The Company has not used any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Management is convinced
that it will be able to operate in this manner until the acquisition is
completed.
Year 2000 Compliance
The Year 2000 issue is the result of potential problems with computer
systems or any equipment with computer chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording mechanism including date sensitive
<PAGE>
software which uses only two digits to represent the year, may recognize the
date using 00 as the year 1900 rather than the year 2000. This could result in a
system failure or miscalculations causing disruption of operations, including
among other things, a temporary inability to process transactions, send
invoices, or engage in similar activities.
The Company did not experience a materially negative impact during the
Year 2000 date switch-over and it has determined that there will be minimal
impact if any to its business, operations or financial condition since all of
the internal software to be developed and utilized by the Company will be and
has been upgraded to support Year 2000 versions.
There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such failure to convert by another company would not have an adverse
affect on the Company's systems. Currently the Company does not rely on other
systems that might have an adverse affect on any Company systems and does not
anticipate any such reliance in the near future.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
<PAGE>
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending February 29, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Description
- ----------------------------------------------------------------------
3(i).1 [1] Articles of Incorporation filed September 9, 1994.
3(i).2 [1] Articles of Amendment filed October 1, 1999.
3(i).3 * Articles of Amendment filed March 2, 2000.
3(ii).1 [1] By-laws.
27.1 * Financial Data Schedule.
- ------------------------------------------------
[1] Previously filed with the Company's Form 10SB
* Filed herewith
(b) The Company did not make any filings on Form 8K for the quarter ended
February 29, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Power Kiosks, Inc.
(Registrant)
April 14, 2000 /s/ Terry Cooke
---------------------------------
Terry Cooke
Chairman and President
EXHIBIT 3(i).3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ALTERNATE ACHIEVEMENTS, INC.
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended , added
or deleted)
ARTICLE I. NAME
The name of the corporation shall be Alternate Achievements, Inc.
To be Amended As Follows:
ARTICLE I. NAME
The name of the corporation shall be Power Kiosks, Inc.
ARTICLE II. ADDRESS
The principal place of business of this corporation shall be 222 Lakeview
Avenue, Suite 160- 435, West Palm Beach, FL 33401.
To be Amended As Follows:
The principal place of business of this corporation shall be 181 Whitehall
Drive, Markham, Ontario L3R 9T1, Canada
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment
if not contained in the amendment itself, are as follows:
n/a
THIRD: The date of each amendment's adoption: 2/28/00
FOURTH: Adoption of Amendment(s) check one:
_X_ The amendment(s) was/were approved by the shareholders. The number of votes
cast for the amendment(s) was/were sufficient for approval.
___ The amendment(s) was/were approved by the shareholders through voting
groups.
<PAGE>
The following statements must be separately provided for each voting group
entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by _________________________________________." (Voting Group)
___ The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
___ The amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder action was not required.
Signed this 28th day of February, 2000.
BY: /s/ Terry Cooke
- ----------------------------------------------
(By the Chairman or Vice Chairman of the
Board of Directors, President, or other officer
if adopted by the shareholders)
Terry Cooke
- ----------------------------
Typed or printed Name
President/Chairman
- --------------------------
Title
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001097504
<NAME> Power Kiosks, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Aug-31-1999
<PERIOD-START> Sep-01-1999
<PERIOD-END> Feb-29-2000
<EXCHANGE-RATE> 1
<CASH> 15,905
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,905
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,905
<CURRENT-LIABILITIES> 1,905
<BONDS> 0
0
0
<COMMON> 600
<OTHER-SE> 14,000
<TOTAL-LIABILITY-AND-EQUITY> 15,905
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,000)
<EPS-BASIC> (0.001)
<EPS-DILUTED> 0
</TABLE>
