UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
20/20 WIRELESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4054666
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9540 Westminster Highway
Richmond, British Columbia V6X 1B1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604) 821-0488
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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.
BOARD OF DIRECTORS AND OFFICERS
Subsequent to the transaction by Eurokiosk, the Board of
Directors of Eurokiosk resigned. The shareholders have
elected the following individuals to serve as directors and
officers of 20/20 Wireless, Inc.:
Eric MacKenzie (B.Sc. Eng.), President & CEO, is a seasoned
business innovator who has held various management positions in
marketing and engineering within the telecommunications and
wireless industry. An expert in wireless technology, Mr.
MacKenzie will execute the 20/20 business plan.
Thomas J. Manz, (B.Sc. Chem.), CFO, Secretary Treasurer, Mr. Manz
has 30 years of business experience in general management, sales,
manufacturing and business strategies. Currently, Mr. Manz is a
licensed real estate broker (since 1979); a Director of Western
Sierra Bankcorp (since 1999); Chairman of the Roseville First
National Bank Board of Directors (since1991); founding and
current Director of Pacific Coast Bankers Bank (PCBB) Board of
Directors in San Francisco, California (since 1997); former
member of the board of directors of M. L. Oates Insurance Company
(1989-1993); Director of Granite Bay Technologies (1999-present);
and President of CBS, Inc. (2000-present).
The 20/20 management team has extensive knowledge and experience
in wireless data communications, manufacturing, software
engineering, marketing, and management of both established and
start-up companies. 20/20 is actively seeking additional talent
in marketing and finance.
The current 20/20 management team is:
Daniel Mercier (M.Sc. Eng., P.Eng.), His experience lies in
industrial and data communications proficiency with Bell Northern
Research, Northern Telecom, Microcell Connections, and Telos
Engineering.
Richard Frost, Research and Development oversees software and
hardware development, systems integration and customer support.
Mr. Frost is an expert in software design and development. His
clients include NORAD, the University of Alberta, and the Alberta
Hospital. Mr. Frost has over 20 years of experience in software
programming and data management.
Gary James (A.Sc.T) New Product Development, will be responsible
for finding novel wireless applications, coordinating their
technical development, and placing them in industry. Mr. James
previously held management positions within the energy industry
developing corporate policy and directing several successful
marketing campaigns.
Daniel Ewanchuk (C.Tech.) CATV Project Manager, will be managing
the cable television product from technical development to
marketing. Mr. Ewanchuk is an expert in CATV technology having
managed a municipal cable provider and owning a CATV field
service company.
As of January 15, 2000, 20/20 Wireless has a total of eight
employees.
ADVISORY BOARD
Laurence Liebowitz (M.A., LLD) Legal and Corporate, has over 20
years of high-level corporate and legal experience having founded
and partnered a successful Wall street law firm with corporate
clients like Chrysler, GE Medical Systems, and Baxter
International. In addition to his extensive business experience,
Mr. Liebowitz is a Juris Doctor and has taught at institutions
like NYU and Rutgers University.
Seth Shaw (B.A, B.Sc.) Business Development, is a Wall street
technology analyst providing expert advice to leading mutual
funds and venture capital pools. Funds he has worked with are
American International Group (AIG), Harvest Capital (Blackstone
Group), and Kleiner Perkins Caulfield Byers (largest US based VC
fund). Companies he has arranged financing and consulted for
include Palm Computing Inc., BroadCom Corp., 24/7 Media Inc.,
NetGravity Inc., and BroadVision Inc..
Bruce Clark, Manufacturing and Finance, has previously held top
management positions in the electronic vending industry as
President & CEO of Canada Payphone Corporation, and as Major
Projects Manager for the Winfield Entertainment Group, a large
supplier of vending machines. Mr. Clark has expertise in mass
production which will aid 20/20 in bringing our wireless devices
to market. Currently, he is President of the Vobis Consulting
Group, a firm specializing in strategy for emerging technology
businesses.
Anne Winfield, Vending Industry Consultant, is CEO of the
Winfield Entertainment Group, a major vending machine supplier to
the Pacific NW and Western Canada, ranking in the top 100 of
distributors in North America. Ms. Winfield has over 30 years
experience in the vending industry and will be 20/20's chief
liaison to that sector.
Matt Davison, Vending Industry Consultant, is the Vice President,
Sales and Marketing for American Coin Machine Distributors, a
Seattle based vending machine distributor. Mr. Davison will be
20/20's consultant for penetrating the US vending market.
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
AUDITOR'S REPORT
To the shareholders of GLOBAL WIRELESS SERVICES INC.
We have audited the balance sheet of Global Wireless Services
Inc., as at December 15, 2000, and the statements of operations
and deficit, and cash flows for the period then ended. 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 audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the company as at
December 15, 2000, the results of its operations and its cash
flows for the years then ended in accordance with generally
accepted accounting principles. As required by the Company Act
of British Columbia, we report that in our opinion, these
principles have been applied on a basis consistent with that of
the preceding years.
COQUITLAM, B.C.
December 28, 2000
/s/ PEACH GODDARD
CHARTERED ACCOUNTANTS
GLOBAL WIRELESS SERVICES INC.
BALANCE SHEET
AS AT DECEMBER 15, 2000
(Audited)
Canadian Funds
ASSETS
2000
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CURRENT
Accounts receivable $ 2,802
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TECHNOLOGY LICENSE (Note 4) 545,400
CAPITAL ASSETS (Note 5) 2,552
INCORPORATION COSTS 950
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$ 551,705
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LIABILITIES
CURRENT
Accounts payable $ 2,000
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DUE TO SHAREHOLDERS (Note 6) 43,335
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$ 43,335
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SHAREHOLDER EQUITY (DEFICIENCY)
SHARE CAPITAL (Note 11) 545,400
DEFICIT 39,030
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506,370
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$ 551,705
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GLOBAL WIRELESS SERVICES INC.
STATEMENT OF OPERATIONS AND DEFICIT
FOR THE PERIOD ENDED DECEMBER 15, 2000
(Audited)
Canadian Funds
2000
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REVENUE $ 0
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EXPENSES
Advertising & Promotion 3,412
Auto 3,432
Amortization 948
Insurance, licenses and fees 125
Legal & Accounting 2,000
Office 2,353
Rent 19,500
Telephone & Utilities 4,082
Travel 3,178
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39,030
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LOSS FOR THE YEAR $ (39,030)
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LOSS PER SHARE - BASIC $ (.07)
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GLOBAL WIRELESS SERVICES INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED DECEMBER 15, 2000
(Audited)
Canadian Funds
2000
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CASH RESOURCES PROVIDED BY (USED IN):
OPERATIONS
Cash flow provided by operations before
the undernoted $ (39,030)
Non-cash working capital (802)
Amortization 948
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(38,884)
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INVESTING
Purchase Technology License (545,400)
Additions to Capital assets (3,500)
Incorporation Costs (950)
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(549,850)
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FINANCING
Issue of Share Capital 545,400
Shareholder's loans 43,335
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588,735
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NET INCREASE(DECREASE) IN CASH 0
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CASH POSITION AT BEGINNING OF YEAR 0
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CASH POSITION AT END OF YEAR 0
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Supplemental Schedule of non-cash transactions
Shares issued for $ 545,400
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GLOBAL WIRELESS SERVICES INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 15, 2000
(Audited)
Canadian Funds
1. CONTINUED OPERATIONS
These financial statements have been prepared on the basis of
accounting principles applicable to a "going concern", which
assume that the company will continue in operation for the
foreseeable future and will be able to realize its assets and
discharge its liabilities in the normal course of operations.
Several adverse conditions and events cast doubt upon the
validity of the assumption. The company has incurred operating
losses since its inception, has a working capital deficiency, and
is currently unable to self-finance its operations.
The continuation of the company asa going concern is dependent
upon its ability to obtain additional financing to meet its
obligations for future development and the attainment of
successful operations. The company is currently seeking new
investors to raise the needed working capital.
These financial statements do not reflect adjustments that would
be necessary if the "going concern" assumption were not
appropriate because management believes that the actions already
taken or planned, as described above, will mitigate the adverse
conditions and events which raise doubts about the validity of
the "going concern" assumption used in preparing the financial
statements.
If the "going concern" assumption were not appropriate for these
financial statements, then adjustments would be necessary in the
carrying values of assets and liabilities, the reported revenues
and expenses, and the balance sheet classifications used.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared on the historical cost
basis in accordance with accounting principles generally accepted
in Canada.
a) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. These
estimates are based on management's best knowledge of current
events and actions that the company may undertake in the future.
b) Foreign currency transactions
The financial statements of the company are reflected in Canadian
dollars. The company uses the temporal method of accounting for
foreign currency translations, whereby monetary items are
translated at the rate of exchange in effect at the balance sheet
date, non-monetary items are translated at historical rates and
revenue and expense items are translated at the rate of exchange
on the dates they occur.
e) Capital Assets
Capital Assets are recorded at cost. Amortization is provided
using the declining balance method at the following rates:
Computer Hardware 30%
f) Technology License
In a related party transaction the company purchased from its
President $545,400 fora license to certain technology relating to
wireless communications systems. The company may use the
licensed technology for a period of six years at which time it
can purchase for $100 (US) any residual values in the technology
from the President. Amortization of the license will begin once
revenues are generated.
g) Revenue recognition
All revenue is recorded and related cost transferred to cost of
sales at the time the product shipped or the service provided.
h) Loss per Share
Basic loss per share computations is based on the weighted
average number of shares outstanding during the year. Fully
diluted earnings per shares have not been disclosed, as it is
anti-dilutive.
3. FAIR VALUE OF FINANCIAL STATEMENTS
The company's financial instruments consist of accounts payable.
Unless otherwise noted, it is management's opinion that the
company is not exposed to significant interest, currency or
credit risks arising from the financial instruments. The fair
value of these financial instruments approximates their carrying
value due to their short-term maturity or capacity of prompt
liquidation.
4. CAPITAL ASSETS
2000
Accumulated Net Book
Cost Amortization Value
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Computer Hardware $3,500 $ 948 $ 2,552
5. DUE TO SHAREHOLDERS
Amounts due to shareholders are non-interest bearing and have no
specific terms of repayment. The shareholders have indicated
that these amounts need not be repaid within the next fiscal
period and consequently these have been classified as long term.
6. SHARE CAPITAL
Authorized
The authorized capital of the company consists of 160,000,000
shared divided into:
- 20,000,000 Class "A" Voting Common Shares without par
value;
- 20,000,000 Class "B" Voting Common Shares without par
value;
- 20,000,000 Class "C" Non-Voting Common Shares without
par value; and
- 100,000,000 Preferred Shares with a par value of $1.00
each.
Issued and Outstanding
Number Amount
---------------------------
Issued for debt 5,490,514 $ 545,400
7. INCOME TAX LOSSES
The company has non-capital income tax losses of $39,020, which
may be carried forward to reduce future year's taxable income,
these losses expire as follows:
2007 $39,030
=======
The potential future tax benefit of these expenditures and tax
losses have not been recognized in the accounts of the company.
8. COMMITMENTS
(i.) By agreement dated 29 May 2000, the company entered into a 5
year lease for premises. The minimum lease payments, not
including common area costs, are as follows:
2001 $ 36,000
2002 36,000
2003 36,000
2004 36,000
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$144,000
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9. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates are
processed. In addition, similar problems may arise in some
systems, which use certain dates in 1999 to represent something
other than a date. Although the change in date has occurred, it
is not possible to conclude that all aspects of the year 2000
issue that may affect the entity, including those related to
customers, suppliers, or other third parties, have been fully
resolved.
10. PERIOD OF OPERATION
The company was incorporated in the province of British Columbia
on May 29, 2000. These financial statements represent operations
from the date of incorporation to the period ended December 15,
2000.
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 18, 2001
20/20 Wireless Inc.
(Registrant)
/s/ Eric MacKenzie
President & Chief Executive Officer