UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
GENERAL FORM FOR REGISTRATION OF SECURITIES
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
Voting Common Stock 1,065,000 shares
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 March 31, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
Voting Common Stock 1,065,000 shares
PART I
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
EUROKIOSK, INC., (the "Company") was organized in October 1998
under the laws of the State of Delaware, having the stated
purpose of engaging in any lawful act or activity for which
corporations may be organized.
The Company was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities. Its
primary target was to develop an "internet-pay telephone" kiosk
system throughout Australia. The Company also sought to develop
a system of smart cards which would be used in its internet
kiosks and which would be compatible in regular pay telephones
and ATM/debit machines. The Company also investigated potential
sites where it can install the kiosks and also referred to
professional consultants to determine the feasibility of
accessing those sites. The Company also had discussion with the
Australian Defense Department and several mining, construction
and resort companies regarding the installation of the internet
kiosks. The Company however concluded that, in the initial
stages of its plan, it would be best to install the kiosks in
high profile areas which would enhance the kiosks' visibility to
the public and which would be more lucrative.
The Company sought to introduce its idea through an alliance with
an existing telecommunications company. This alliance would the
Company's kiosk to be associated with a well known brand thus
making it recognizable throughout the world. The Company has
been unable to execute its business plan and has focused its
efforts in locating a merger or acquisition candidate to
consummate a merger or alliance. There is no guarantee that the
Company will be successful in its efforts or that it will locate
a viable candidate to consummate a merger transaction.
The Company conducted a private offering to raise seed capital to
cover its administrative and start-up costs and initial research.
In February 1999, the Company performed a private placement of
its common stock pursuant to Rule 504 of Regulation D of the
Securities Act of 1933. The Company sold 800,000 shares of
common stock which were sold on February 10, 1999. In such
endeavors, the Company raised $8,000.00 however has been
unsuccessful in implementing its business plan. The Company was
unable to attract a suitable partner which would assist it in
introducing its idea to the public market. The Company has now
determined that the most effective method of attracting a
potential investor or alliance partner would be to become a
voluntary reporting company and obtain a trading symbol through
the NASD.
The Company is currently a developmental stage company. The
directors are now determined that the Company should become
active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses or to form an alliance. The Company has began to
consider and investigate potential business opportunities.
Item 2. Description of Property
The company's administrative offices are located at 1 Rockefeller
Plaza, Suite 1600, New York, New York. The Company's office is
utilized as a base to explore and contact potential business
opportunities and to service the Company's administrative needs.
The Company is allowed to utilize this office space at no charge
by one of the Company's shareholders. The company does not own
any significant properties.
Item 3. Legal Proceedings
There are no legal proceedings are pending at this time.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. As of March 31,
2000, there were 252 holders of record of the issued and
outstanding shares of Issuer's common stock. Issuer has never
paid a dividend on its outstanding equity. The Company currently
has no established public trading market for its common stock.
At this time, the Company does not foresee the need to issue
additional shares of common stock. However, in the event a
merger or acquisition is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement. The large amount of authorized but unissued stock was
part of previous management's plan to compensate consultants with
shares of the Company's common stock in exchange for the services
of potential consultants.
Neither the Company, nor anyone on its behalf, will take any
affirmative steps to request or encourage any broker-dealer to
act as a market maker for the Company's securities. At the
present time, there is no market in the Company's securities.
The Company's securities are not listed on any equity exchange.
There have been no discussions between the Company, or anyone
acting on its behalf, or any market maker regarding the future
trading market of the Company's securities.
At this time, there are no plans, proposals, arrangements or
understandings with any person in regard to the development of a
trading market in any of the Company's securities.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is a development stage company and its principal
business purpose is to locate and consummate a merger or
alliance with a private entity. Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or enter into
an alliance with an operating business entity, it is likely that
the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Any targeted alliance or merger candidate will become subject to
the same reporting requirements as the Company upon consummation
of any such business combination. Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
merge with an operating business, develop sustaining business
opportunities or acquire property that will be of material value
to the Company.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
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.
In the event the Company consummates a merger transaction, the
Company believes that there will be a change in control in the
Company. The Company believes that any merger would include the
new issuance of common stock in the Corporation to a potential
merger candidate followed by a reverse split of the Company's
issued common stock thereby effectively passing control of the
Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes. In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes. The company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. However, that this time
there is no immediate serious potential for the Company to
acquire or merge with any business. There is no formal existing
corporate policy regarding such transactions, however, in the
event such a potential arises, the Company shall disclose any
conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company, to date, has not utilized any notices or
advertisements in its search for business opportunities as the
Company cannot afford to expend monies for such purposes. The
Company seeks business opportunities through the means of
personal networking and inquiries by current management.
The Company's current officers, directors and affiliates have not
used in the past any particular consultants or advisers on a
regular basis. At the current time, the Company does not foresee
hiring any independent consultants to assist the company in its
search for a merger or business opportunities.
Due to the Company's inability to locate a potential merger or
acquisition candidate, the Company foresees that it may engage
consultants to assist it to locate such a candidate and to advise
the Company on other business strategies and its development. As
the Company lacks funds, the Company will only be able to
compensate any consultant with shares in the Company's common
stock. The issuance of shares to any consultant will therefore
dilute the percentage shareholding of the Company's current
shareholders.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
start up and trading of retail outlets. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. The
Company does not have a working capital line of credit with
any financial institution. Therefore, future sources of
liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. The Company anticipates that
its existing capital resources will enable it to maintain its
current implemented operations for at least 12 months, however,
full implementation of its business plan is dependent upon its
ability to raise substantial funding. Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company intends to provide its shareholders with complete
disclosure documentation, including audited financial statements,
regarding any target company and its business prior to the
consummation of any merger or acquisition.
The Company has conducted preliminary discussions with various
entities and businesses regarding the consummation of a merger or
business acquisition. These discussions have not been
substantive and there has been no agreement or arrangements by
any of these entities to acquire or merge with the Company.
The Company at this time does not foresee generating any
substantial income over the next twelve (12) months. The
Company's main purpose and goal is to locate and consummate a
merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving
Company subsequent to a merger or acquisition with a private
entity.
YEAR 2000 DISCLOSURE
The Company did not incur any problems, costs or expenses related
to the Year 2000 issue.
Item 7. Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and
Stockholders of Eurokiosk, Inc.
We have audited the accompanying balance sheet of Eurokiosk,
Inc., (a development stage company) as of March 31, 2000 and the
related statements of loss, cash flows and shareholders'
equity, for the year then ended, and from October 27, 1998
(Inception) to March 31, 2000. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Eurokiosk, as of March 31, 2000, and the results of its
operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 6 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf & Repetti & Co., LLP
New York, New York
July 25, 2000
EUROKIOSK INC.
(A Development Stage Company)
BALANCE SHEET
AS OF AS OF
MARCH 31, 2000 MARCH 31, 1999
------------------ -----------------
ASSETS
Current Assets
Cash $ - $8,000
Other Current Assets - 0
------------------ -----------------
Total Current Assets - $8,000
Other Assets - 0
------------------ -----------------
Total Assets $ - $8,000
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ - $ 0
Accrued Expenses 2,822 2,490
------------------ -----------------
Total Current Liabilities $2,822 $2,490
Other Liabilities - 0
------------------ -----------------
Total Liabilities $2,822 $2,490
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
1,065,000 Shares 1,065
Issued and Outstanding
1,000,000 Shares 1,000
Additional Paid in Capital 68,209 23,200
Deficit Accumulated During
the Development Stage (72,096) (18,690)
------------------ -----------------
Total Stockholders' Deficit ( 2,822) ( 5,510)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ 8,000
The accompanying notes are an integral part of these financial
statements.
EUROKIOSK INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED MARCH 31,2000 AND FROM
INCEPTION TO MARCH 31,2000; AND FOR THE YEAR ENDED
MARCH 31,1999 AND FROM INCEPTION TO MARCH 31,1999.
For the Year From For the Year From
Ended Inception to Ended Inception to
Mar. 31, 2000 Mar. 31, 2000 Mar. 31, 1999 Mar. 31,1999
------------- ------------- ------------- ------------
TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- ------------
OPERATING EXPENSES:
Accounting 3,750 5,850 2,100 2,100
Filing Fee 222 272 50 50
Rent - Note 2 2,400 3,400 1,000 1,000
Contributed
Services-Note 3 18,000 25,500 7,500 7,500
Legal - Note 4 19,000 26,500 7,500 7,500
Consultants Expenses 10,000 10,000 - -
Other Start Up Costs 34 574 540 540
------------- ------------- ------------- ------------
Total Operating
Expenses 53,406 53,406 18,690 18,690
------------- ------------- ------------- ------------
Operating Loss (53,406) (53,406) $(18,690) $(18,690)
------------- ------------- ------------- ------------
OTHER INCOME (EXPENSES):
Other Income - - 0 0
------------- ------------- ------------- ------------
NET LOSS $(53,406) $(53,406) $(18,690) $(18,690)
NET LOSS PER
SHARE $ (0.05) $ (0.07) $ (0.02) $(0.02)
------------- ------------- ------------- ------------
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,010,478 995,650 961,783 961,783
-------------- ------------- ------------- -------------
The accompanying notes are an integral part of these financial
statements.
EUROKIOSK INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31,2000 AND FROM
INCEPTION TO MARCH 31,2000; AND FOR THE YEAR ENDED
MARCH 31,1999 AND FROM INCEPTION TO MARCH 31,1999.
For the Year From For the Year From
Ended Inception to Ended Inception to
Mar. 31, 2000 Mar. 31, 2000 Mar. 31, 1999 Mar. 31,1999
------------- ------------- ------------- ------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(53,406) $(72,096) $(18,690) $(18,690)
------------- ------------- -------------- ------------
Adjustments to
Reconcile Net Loss
to Net Cash Used in
Operating Activities:
Changes in Assets
and Liabilities:
Increase in Due
from Attorney
Escrow Account - - (8,000) (8,000)
Increase in Accounts
Payable and
Accrued Expenses 332 2,822 2,490 2,490
Additional paid for
Capital contributed
by shareholders:
Rent 2,400 3,400 - -
Legal Services 13,674 21,174 - -
Contributed
Services 18,000 25,500 - -
Accounting
Services 1,000 1,000 - -
------------- ------------- -------------- ------------
Total Adjustments 35,406 53,896 (5,510) (5,510)
------------- ------------- -------------- ------------
Net Cash Used in
Operating Activities(18,000) (18,200) (24,200) (24,200)
------------- ------------- -------------- ------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from
Insurance of
Common Stock 10,000 18,200 8,200 8,200
Additional Paid
In Capital
By Shareholder - - 16,000 16,000
------------- ------------- -------------- ------------
Net Cash Provided
by Financing
Activities 10,000 18,200 24,200 24,200
------------- ------------- --------------- ------------
Net Change in Cash (8,000) - 8,000 8,000
Cash at Beginning
of Period (8,000) - 0 0
Cash at End of
Period - - $ 8,000 $ 8,000
------------- ------------- --------------- ------------
SUPPLEMENTAL
DISCLOSURE OF CASH
FLOW INFORMATION
Cash Paid During
the Period for
Interest Expense $ - $ - $ 0 $ 0
------------- ------------- --------------- ------------
Corporate Taxes $ - $ - $ 0 $ 0
------------- ------------- --------------- ------------
The accompanying notes are an integral part of these financial
statements.
EUROKIOSK, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION TO MARCH 31, 2000
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
-----------------------------------------------------------------------
ISSUANCE OF
1,000,000
SHARES
NOV 1, 1998 1,000,000 $ 1,000 $ 7,200 $ 0 $ 8,200
ADDITIONAL
PAID IN
CAPITAL
CONTRIBUTED BY
SHAREHOLDERS 16,000 - 16,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
MAR. 31, 1999 0 0 0 (18,690) (18,690)
------------------------------------------------------------------------
BALANCE
MAR. 31,1999 $1,000,000 $ 1,000 $23,200 $(18,690) $ 5,510
ADDITIONAL
PAID IN
CAPITAL
CONTRIBUTED BY
SHAREHOLDERS - - 35,074 - 35,074
ISSUANCE OF
65,000 SHARES
FEB. 1, 2000 65,000 65 9,935 - 10,000
NET LOSS FOR
THE YEAR ENDED
MAR. 31, 2000 - - - (53,406) (53,406)
------------------------------------------------------------------------
BALANCE
MAR. 31,
2000 $1,065,000 $ 1,065 $68,209 $(72,096) $(2,822)
The accompanying notes are an integral part of these financial statements.
EUORKIOSK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: EUROKIOSK, INC., (the "Company") was
organized on October 27, 1998 under the laws of the State of
Delaware, having the stated purpose of engaging in any lawful act
or activity for which corporations may be organized.
The Company is currently a developmental stage company. The
directors are now determined that the Company should become
active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses or to form an alliance. The Company has begun to
consider and investigate potential business opportunities.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly, revenue is
recognized when earned and expenses when incurred.
C. 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 these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 6.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 100 square feet of space for its executive
offices at One Rockefeller Plaza, New York, NY which it receives
from one of its shareholders at no cost. The fair market value
of each of these offices is $200 per month, which is reflected as
an expense with a corresponding credit to additional paid in
capital.
NOTE 3 - CONTRIBUTED SERVICES
On November 1, 1998 two of the Company's officers began rendering
services on behalf of the Company at no cost. The fair market
value is $1,000 per month for one officer and $500 per month for
the other. Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.
NOTE 4 - LEGAL SERVICES
Legal Services rendered by a shareholder at no cost in connection
with incorporation, issuance of stock and various filings have
been recorded at fair market value of $19,000 and $26,500 for the
year ended March 31, 2000 and the period from October 27, 1998
(inception) to March 31, 1999, respectively. The expense has been
recorded with a corresponding credit to additional paid in
capital.
NOTE 5 - EARNINGS PER SHARE
For the Year Ended From October 27,1998
March 31, 2000 (Inception) to March 31, 1999
------------------ -----------------------------
Net Loss per share $(0.05) $(0.07)
NOTE 6 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in New York, New York on
November 1, 1998 when it began initial development of its
business plan. The Company's limited operating history, including
its losses and no revenues, primarily reflect the operations of
its early stage.
As a result, the Company had from time of inception to March 31,
1999 no revenue and a net loss from operations of $(72,096). As
of March 31, 2000, the Company had a net capital deficiency of
$(2,822).
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with its
consummation of an alliance or merger with another company. It is
not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Euro Kiosk Inc. does not have a working
capital line of credit with any financial institution. Therefore,
future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding. The Company
anticipates that its existing capital resources will enable it to
maintain its current implemented operations for at least 12
months; however, full implementation of its business plan is
dependent upon its ability to raise substantial funding.
Management's plan is to move the Company toward profitability
within five years, and to seek additional capital to
fund further expansion of its operations.
NOTE 7- NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions consisting of the cost of
contributed services, legal services, rent and the related
additional paid in capital contributed by shareholders have been
included in expenses and additional paid in capital,
respectively, in the accompanying financial statements at a value
of $34,074.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in, or disagreements with, accountants
on accounting and financial disclosure matters.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Shane H. Sutton 51 President and Director Brother of
David Sutton
David Sutton 57 Secretary-Treasurer Brother of
and Director Shane Sutton
Peter Moulinos 31 Director and Officer None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Shane Sutton was born in Melbourne, Australia, and obtained a
BC.E., degree in 1969 and an LL.B. degree in 1972 from Monash
University. He is admitted to practice law in the Australian
jurisdictions of Victoria, New South Wales and the High Court of
Australia, as well as those in the State of New York and the
United States District Court for the Southern and Eastern
Districts of New York. In 1975, he established the firm of Henty
Sutton & Kelly in Melbourne Australia which specialized in real
estate and financial joint ventures. In 1982, he worked with
Bear Stearns to establish the first Australian Fund which
achieved assets of AUD $750 million. Since then, he has actively
been engaged in taking companies public, handling mergers and
acquisitions between both foreign and domestic companies,
creating capital funding mechanisms and opportunities for small
and mid-sized entities, supervising investor relations, David
Sutton resides in Sydney, Australia. He has a B.Com., ASA, ACIS
and is a member of the Australian Stock Exchange. He has spent
his entire career in brokering, investment banking and investment
management. He is chairman of Hudson Securities, a member firm
of the Australian Stock Exchange and has several other
appointments to various Boards of Directors. He was also the
founding partner of McNab Clarke & Co., which later became C.S.
First Boston.
Peter Moulinos is an attorney admitted to practice law in the
State of New York having graduated from New York Law School in
1994. He also possesses a BBA degree in Finance and has
additional experience in the capital markets industry and in the
foreign exchange currency markets.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended March 31, 2000, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as the Company
accumulates significant revenues and income to warrant the
payment of compensation to its directors. As of the date hereof,
no person has accrued any compensation from the Company.
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended March
31, 2000.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of March 31, 2000, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
Providence International Pty 400,000 37.6%
Intertrust Building
Anguilla,
British West Indies
Karela Giselle Pty Ltd. 200,000 18.8%
142 Glenmore Road,
Paddington, 2021 AUSTRALIA
The Law Office of 190,000 17.9%
Shane Henty Sutton, P.C.
1 Rockefeller Plaza
New York, New York
Carrytide Pty Ltd. 100,000 9.4%
142 Glenmore Road,
Paddington, 2021 AUSTRALIA
Sydney, Australia
David Sutton 100,000 9.4%
142 Glenmore Road,
Paddington, 2021 AUSTRALIA
Peter Moulinos 5,000 0.5%
1 Rockefeller Plaza
New York, New York
The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 1,065,000 shares of common stock outstanding on March 31,
2000.
The Law Office of Shane Henty Sutton, P.C., is a sole
proprietorship whose owner, Shane H. Sutton, director and
president of the Company, holds 190,000 shares of common stock.
Peter Moulinos, an officer of the Company, holds 5,000 shares of
common stock of the Company, and is an employee of The Law Office
of Shane Henty Sutton, P.C. Karela Giselle Pty Ltd., is a
foreign corporation and holds 200,000 shares of common stock of
the Company. David Sutton is a director of Karela Giselle Pty
Ltd., and is also a Director of the Company. David Sutton is
also the brother of Shane H. Sutton.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended March 31, 2000, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
The Company uses office space at the Law Office of Shane Henty
Sutton, P.C., at 1 Rockefeller Plaza, Suite 1600, New York, New
York, which it receives from one of its shareholders at no cost.
This office space is used by management to conduct its business
affairs, to explore and contact potential business opportunities.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended March 31 2000, there were no
material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal year
ended March 31, 2000 there were no material transactions, or
series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized. The undersigned is an
officer of EUROKIOSK, INC., has read the statements contained in
this Registration statement and states that the contents are true
to the undersigned's own knowledge.
EUROKIOSK, INC.
- -----------------------
(Registrant)
Date: July 27, 2000
By: /s/ Shane H. Sutton
-------------------
President