UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 2000
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20/20 WIRELESS, INC.
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(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.)
401-343 Railway Street - Suite 403
Vancouver, British Columbia V6A 1A4
- ---------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604) 408-1432
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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 December 31, 2000, the following shares of the
Registrant's common stock were issued and outstanding:
10,765,514 shares of voting common stock
PART I - FINANCIAL INFORMATION
To the Board of Directors of EUROKIOSK, INC.
We have audited the consolidated balance sheet of EUROKIOSK,
INC., as of December 31, 2000 and the consolidated statements of
operations and deficit, and cash flows for the three months then
ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an
opinion on these financial statements 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 financials 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 consolidated financial statements present
fairly, in all material respects, the financial position of the
company as at December 31, 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. PEACH GODDARD
JANUARY 30, 2001 CHARTERED ACCOUNTANTS
EUROKIOSK INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(U.S. Funds)
As Of As Of
Dec. 31, 2000 March 31, 2000
(Audited) (Audited)
--------------------------------
ASSETS
Current Assets
Accounts receivable $1,857 $ 0
Technology License (Note 2e) 361,192 0
Capital Assets (Note 4) 1,690 0
Incorporation Costs 629 0
_________ ________
TOTAL ASSETS $365,368 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 4,128 $2,823
Due to Shareholders (Note 5) 107,269 68,209
_________ ________
Total Liabilities $111,397 $71,032
Stockholders' Equity
Share Capital (Note 6) 362,257 1,065
Deficit Accumulated During the
Development Stage (108,286) (72,097)
_________ ________
Total Stockholders' Equity (253,971) (71.032)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $365,368 $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
(U.S. Funds)
For the 3 Mos Ended For the 3 Mos Ended
December 31 September 30
2000 1999 2000 1999
------------------------------------------
TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Advertising & Promotion 1,491 0 600 0
Amortization 628 0 0 0
Auto 1,500 0 300 0
Consultants 0 0 0 0
Insurance, licenses and fees 95 0 0 0
Legal & Accounting 2,183 4,750 3,250 3,250
Office 2,781 4,684 5,013 4,512
Rent 4,450 600 600 600
Telephone & Utilities 842 0 425 0
Travel 2,105 0 1,210 0
------------------------------------------
16,075 10,034 11,398 8,362
------------------------------------------
LOSS FOR THE PERIOD $(16,075) $(10,034) $(11,398) $(8,362)
==========================================
LOSS PER SHARE - BASIC $ (.01) $ (.01) $ (.01) $ (.01)
==========================================
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
STATEMENT OF CASH FLOWS
U.S. FUNDS
For the 3 mos For the 3 mos
Ended Ended
to to
Dec. 31, 2000 Dec. 31, 1999
_____________________________________
CASH RESOURCE PROVIDED
BY(USED IN):
OPERATIONS
Cash flow provided by operations
before the undernoted $ (16,076) $ (10,034)
Non-cash working capital (552) 2,108
Amortization 628 0
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(16,000) ( 7,926)
INVESTING
Purchase Technology License (361,192) 0
Additions to Capital Assets (2,318) 0
------------ ------------
(363,510) 0
FINANCING
Issue of Share Capital 361,192 0
Shareholder's loans 18,318 5,100
------------ ------------
379,510 5,100
NET INCREASE(DECREASE) IN CASH 0 (2,826)
CASH POSITION AT BEGINNING OF PERIOD 0 2,860
------------ ------------
CASH POSITION AT END OF PERIOD $ 0 $ 34
============ ============
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(U.S. 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) Principles of Consolidation
These consolidated financial statements include the accounts of
the company and the wholly owned subsidiary, Global Wireless
Services Inc. The effective date of purchase was December 20,
2000. Included in these consolidated financial statements are
the results of operations of Global Wireless Services Inc. from
May 29, 2000 (date of incorporation) to December 31, 2000.
The subsidiary is accounted for using the pooling of interests
method.
All companies are located in British Columbia, Canada.
b) 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.
c) 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.
d) Capital Assets
Capital Assets are recorded at cost. Amortization is provided
using the declining balance method at the following rates:
Computer Hardware 30%
e) 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.
f) Revenue recognition
All revenue is recorded and related cost transferred to cost of
sales at the time the product shipped or the service provided.
g) 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
------------------------------------
Computer Hardware $2,318 $ 628 $ 1,690
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 25,000,000
common shares with a par value of $.001.
Issued and Outstanding
Number Amount
----------- ----------
Balance March 31, 1999 1,000,000 $ 1,000
Issued for cash 65,000 65
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Balance March 31, 2000 1,065,000 1,065
Issued for cash 50,000 50
Stock Split 4,460,000 0
Issued for purchase of
technology 5,190,514 361,142
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10,765,514 362,257
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7. BUSINESS COMBINATION
Effective December 20, 2000, Eurokiosk Inc., entered into a
business combination with Global Wireless Services Inc. The
details of the combination are as follows:
(i) The companies in this combination have been incorporated to
develop and market a wireless technology that provides wireless
monitoring and diagnostic systems to electrical, cable
television, telephone vending and petroleum industries.
Eurokiosk Inc., a company formed principally to obtain
secondary financing for producing and marketing the wireless
technology.
Global Wireless Services Inc., a company formed to
principally develop wireless technology.
(ii) At the date of the business combination, the book values of
the assets and liabilities of Eurokiosk, Inc., and Global
Wireless Inc., are as follows:
Eurokiosk Global Wireless
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ASSETS
Current assets $ 0 $ 1,856
Capital assets 0 1,691
Other assets 0 361,821
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0 365,368
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LIABILITIES
Current liabilities 2,803 1,325
Other 78,571 28,699
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81,374 30,024
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SHAREHOLDERS EQUITY(DEFICIENCY) 0 335,344
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$ 0 $365,368
========== =========
The operating results of Eurokiosk Inc., and Global Services
Inc., for the nine-month period ended December 31, 2000 were as
follows:
Eurokiosk Global Wireless
-------------------------------
Revenues $ 0 $ 0
---------- ---------
Net Loss $(10,342) $(25,847)
iii) The business combination was effected by the shareholders of
each of the companies exchanging 100% of their shares in the
combined entity.
iv) The number of shares received by the shareholders of Global
Wireless Services Inc., immediately after the combination in the
combined entry is 5,490,514 common shares.
v) The method of accounting for this combination was the pooling
method. Under the pooling method, the assets and liabilities are
combined and accounted for in the combined companies financial
statements at their carrying values. The reported loss of the
combining companies includes the results of operations of the
combining companies for the entire fiscal period in which the
combination took place.
The pooling of interest method was used for the following
reasons:
- The combination is an arrangement between shareholder groups
uniting business interests to carry on their previous operation
together in combination.
- The controlling group of shareholders controlled 100% of the
company's shares, in aggregate, prior to the combination and 51%
of the shares after the combination.
- The directorship in each of the combining companies was
similar.
- The officers and day-to-day management in each of the
combining companies was similar.
- The combination was effected solely to consolidate assets
and shareholdings to allow ease of acquisition by a public
company.
- No assets are brought into the combination other than those
of the parties to the combination.
8. 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:
2006 $72,097
2007 $36,189
=======
The potential future tax benefit of these expenditures and tax
losses have not been recognized in the accounts of the company.
9. 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 $ 23,841
2002 23,841
2003 23,841
2004 23,841
------------
$ 95,364
============
10. 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.
11. COMPARATIVE FIGURES
The comparative figures are for the period ended March 31, 2000.
12. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of accounts
receivable, accounts payable and amounts due from shareholders.
Unless otherwise noted, it is management's opinion that the
company is not exposed to significant interest, currency or
credit risks arising from these financial instruments. The fair
value of these financial instruments approximates their carrying
values, unless otherwise noted.
13. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with
generally accepted accounting principles in Canada. These
financial statements also comply, in all material respects, with
accounting principles accepted in the United States and the rules
and regulations of the Securities and Exchange Commission.
14. SUBSEQUENT EVENT
Subsequent to the period ended, the company changed its name to
20/20 Wireless Inc.
The company also received an advance from its shareholders of
US$42,000.
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. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The company 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, the Company issued 5,490,514 shares of common
stock to the shareholders of Global Wireless in consideration of
the Company's acquisition of all of the outstanding shares of
common stock in Global Wireless.
As a result of the acquisition of Global Wireless, control of
the Company passed to the shareholders of Global Wireless and,
effective January 5, 2001, the Company changed its name to
20/20 Wireless Inc.
20/20 Wireless Inc., is a wireless technology company which seeks
to provide 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.
The technology for these devices was licensed by Global Wireless from
its president, Dan Mercier, for a period of six (6) years at which
time the company may purchase the technology.
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 Cable in
California. 20/20 believes that sales may directly result from
these trials however makes no representation or guarantee on
obtaining sale orders. The specifications of the products which
are subject to the beta test trial are deemed proprietary as the
products supplied to these entities are considered to be valuable
trade secrets of 20/20 which cannot be disclosed.
20/20 has identified several stationary networks to monitor
utility consumption metering, food/video game vending machines,
electrical distribution equipment, oil & gas field services
monitoring, construction equipment 'time of use' metering and
wireless internet access for these markets using hand-held
devices. 20/20 will seek to market its products through
distributors serving each sector or equipment
manufacturers/dealers. 20/20 also seeks to service the telephone
and electricity industry with a similar application.
20/20's business model will seek to realize revenues from per
unit device sales, supporting management software, and re-
occurring airtime charges. 20/20 controls its own software,
firmware, and hardware, which enable quick customized solutions.
20/20's inherent competitive pricing and product flexibility
brings customers innovative services to improve network
efficiency.
RESULTS OF OPERATIONS
20/20 expects its capital requirements to be approximately US$1.9
million in its first year. This sum will mainly be utilized
to finance the growth and development of 20/20's business
operations and marketing of its wireless data technologies which,
at this point. 20/20's business goal is to capture a large
market share of the wireless data communication business in North
America which is expected to be ten times the business of what
wireless voice communication represents in industry today. There
is no guarantee that the 20/20 will be successful in its efforts
to gain capital funding and investors are alerted to the inherit
risks associated with raising capital.
20/20 seeks to implement additional beta-tests to specific target
markets in North America, commencing in California and the
western coast of the United States. Once these products have
proven their value in a real-world environment, joint-marketing
activities will seek to proceed with strategic partners and
distributors that have significant presence in our target
markets. 20/20 will seek to gain distributors by offering its
products as an original equipment manufacturer (OEM). As well as
providing the most cost-effective product in the market (noted
that development costs in Canada are roughly 60% of those in the
USA) the plan also includes assisting the distributors with
advertising and training. 20/20 advertising plans include
providing the distributorships with hard stock and visibility on
the Internet. Trade shows will be attended in partnership with
many of the company's distribution partners.
Distributors will be enticed with low development costs. Volume
manufacturing will bring the product costs to a very competitive
level. With margins included, final retail prices for 20/20
wireless devices are expected to be approximately US$400 per
unit. Customers will be given the option of paying the entire
hardware costs upon delivery or partake in monthly payments of
under $50 which include air time and monitoring service.
20/20 will also provide the service of designing and developing
novel beta applications for its vertical markets. These projects
will typically be paid in advance by 20/20. 20/20 expects to
make significant revenues from these projects since they
represent products and services that can be resold through
distributors. As 20/20 establishes itself in the market place,
the occurrences of these unique beta projects will increase
significantly. Revenue will be obtained from the sale of Mobile
Eye devices, wireless network air-time, supporting software,
systems engineering and warranty programs.
CASH AND LIQUIDITY
Subsequent to the period ending December 31, 2000, 20/20 received
a cash advance from shareholders of $42,000.00 to assist 20/20 in
its initial operating costs, rent and office expenses. 20/20 may
seek to obtain additional cash advances from its shareholders, if
needed, to fund its costs and expenses up until capital funding
is secured by the company. There is no guarantee that funding
shall be secured nor that 20/20's shareholders shall agree to
advance additional funds to the company.
RISK FACTORS
There are inherent risk factors associated with investment in
20/20 Wireless and management wishes to alert investors these
risks. 20/20 has identified these risks as set forth below.
Competition
The market for wireless data products is intensely competitive,
rapidly evolving and subject to very rapid technological change.
20/20 must develop and introduce, in an expeditious and
cost-effective manner, new products, product features, and
services that keep pace with offerings by competitors.
Loss of Key Personnel
20/20 has a small team and the unexpected loss of any individual
could negatively impact the business. In the event 20/20 achieves
its objectives, larger, better-financed companies in peripheral
businesses may be attracted to 20/20's markets and may spend
large sums to develop competitive products and mount major
marketing campaigns. To offset this risk, 20/20 must quickly
establish itself as an industry leader and take advantage of its
two-year head start in product development and testing. 20/20
believes that financing and aggressive marketing are necessary to
establish strong marketing partners.
Time to Market
20/20 will enter into management contracts with key personnel and
shareholders and will have non-competition clauses included in
the management contracts. As the organization grows and
specialized individuals join the team, dependence upon 20/20's
principals is expected to decrease. The continued success of
20/20 is dependent on its ability to design and develop
sophisticated solutions in accordance with the time to market
requirements of its customers. 20/20 must manage development
cycles that can span 6 to 12 months. Over such a period
of time, projects may experience cost overruns and time delays.
In addition, the discovery of product defects once 20/20 has
shipped prototype products to a customer could result in time
delays. The inability of 20/20 to meet the time requirements of
customers could result in the loss of revenue and harm the
company's reputation. 20/20 is aware of these risks and
recognizes the importance of establishing strong project
management and quality assurance processes.
Change in Technology
Because of the rapid technological change in the wireless data
industry, the company must devote significant resources to
research and development. 20/20's success will depend
upon its ability to address the increasingly sophisticated needs
of its customers by designing, developing, testing, marketing and
selling enhancements to its products and services on a timely
basis that keeps pace with technological developments, and
customer requirements.
Manufacturing Risks
20/20 products will be assembled and tested by third party
subcontractors. Such assembly and testing is conducted on a
purchase order basis rather than under a long-term
agreement. As a result of its reliance on these subcontractors
to assemble and test its products, 20/20 cannot directly control
product delivery schedules, which could lead to product shortages
or quality assurance problems that could increase the costs of
manufacturing or assembly of 20/20 products. 20/20's product
development strategy is to develop products closely with
reputable and well established component and wireless hardware
suppliers. Accordingly, the success of 20/20 is be dependent in
large part on its ability to develop strategic relationships with
component and wireless hardware suppliers and on the performance
and success of such strategic partners.
Business Fluctuations - Delivery Risks
20/20 expects customers to purchase its products pursuant to
short-tern purchase orders, with a customer placing an order
three to four weeks prior to the required delivery date. It is
important therefore to have a minimal backlog at any particular
date. Cancellations or reductions in pending purchase orders
could have a material adverse effect on 20/20's business,
financial condition and results of operations.
Product Defects
The company may experience significant fluctuations in quarterly
or annual results. The development and sales cycles associated
with the products can be lengthy and may be subject to delays.
There are other factors that may affect results such as changes
in demand for the products, cancellation of projects by
customers, the introduction or enhancement of products by 20/20
or by its competitors, and price competition. 20/20 operating
expenses are based in part on expectations as to future revenue
levels and to a large extent are fixed in the short term;
therefor a shortfall in quarterly sales could lead to a quarterly
operation loss. 20/20's products will be complex and
sophisticated and could contain design defects. Errors may be
found in new products after commencement of commercial shipments.
In addition, despite tests carried out on all of its products,
there is no assurance that 20/20 will be able to simulate the
environment in which its products will operate. The occurrence
of errors in the product could result in loss of market
acceptance.
Third-Party Distribution
20/20 expects to sell its products through distributors,
resellers, and partners. Each of these companies may have
varying degrees of success in marketing and selling 20/20
products. Moreover, these distributors may opt to sell competing
products and terminate their relationship with 20/20. Financial
performance will depend on 20/20's ability to attract
distributors who will be able to market and support our products
effectively.
Currency Exchange Fluctuation
20/20 is a company based in Canada which utilizes a currency, the
Canadian Dollar, different in value than that of the United
States Dollar. As a result, any fluctuations in the exchange
rate between the United States and Canadian Dollars may impact
20/20's financial results as well as its costs in ordering
supplies and providing its products to customers.
Inflation
At this current stage, inflation has not had a material effect on
the operations of the company which are still in the development
stage. Nonetheless, once 20/20's operations are developed,
inflation may affect 20/20's ability to generate profit as
increased costs may be associated with development of 20/20's
products and services.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The Company undertook a five to one stock split in August 10,
2000. The resulting stock split resulted in the company having
5,575,000 shares issued and outstanding.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
On January 3, 2001, the Company submitted to a vote of security
holders the Acquisition Agreement entered into with Global
Wireless Inc., dated December 18, 2000. A majority of the
security holders of the company agreed to accept and ratify the
Acquisition Agreement.
Item 5. Other information
On January 26, 2001, the Board of Directors voted to retain as
its public accountants the firm of Peach Goddard, which is based
in Vancouver, British Columbia. The decision to appoint Peach
Goddard was based upon the fact that Peach Goddard is
geographically closer to 20/20's operations and therefore better
able to perform an audit and review of 20/20's records. There
were no disagreements or misunderstandings with Graf Repetti &
Co., the company's previous accountants, regarding any financial
disclosure or practices and a letter from Graf Repetti confirming
that no disagreements or misunderstandings existed between the
company and its former accountants is attached as Exhibit 16.
Item 6. Exhibits and Reports on Form 8-K
Incorporated by reference are the Form 8-K and Form 8-K/A filed
by the company on December 18, 2000 and January 5, 2001,
respectively.
Exhibit 16 - Letter from Graf Repetti & Co.
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.
20/20 WIRELESS INC. f/k/a EUROKIOSK, INC.
- ----------------
(Registrant)
Date: February 12, 2001
By: /s/ Eric MacKenzie
- ----------------------
President