UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-12G
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) 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 1,000,000 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, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
Voting Common Stock 1,000,000 shares
Traditional Small Business Disclosure
(check one): Yes No X
INDEX
ITEMS PAGE
Item 1. BUSINESS 3
Item 2. FINANCIAL INFORMATION 7
Item 3. PROPERTIES 9
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 9
Item 5. DIRECTORS AND EXECUTIVE OFFICERS 10
Item 6. EXECUTIVE COMPENSATION 12
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 13
Item 8. LEGAL PROCEEDINGS 14
Item 9. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTER 14
Item 10. RECENT SALES OF UNREGISTERED SECURITIES 14
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO
BE REGISTERED 15
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 25
Item 15. FINANCIAL STATEMENTS AND EXHIBITS 25
SIGNATURES 26
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.
In has conducted a private offering to raise seed capital to
cover its administrative and start-up costs and initial research.
In such endeavors, the Company has raised $8,200.00 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company. The Company has no
assets and no recent operating history.
The Company's goal is to develop an "internet-pay telephone"
kiosk system throughout Australia. The Company also seeks 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.
As a result of that investigation, the Company believes that 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 therefore is seeking to
enter into an alliance or joint venture with another entity which
is active in the telecommunications area. The Company believes
such an alliance would allow the Company's kiosks to be
associated with a well known brand thus making them recognizable
throughout the world.
The Company is a development stage company. 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 succeed or
sustain its business operations or achieve material profits.
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 investment in the
Company 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.
There is no certainty that the Company's business plans will be
successful or profitable. There is also no certainty that the
Company will be able to operate a successful business. Potential
investors are alerted that the investment in the Company is
highly speculative and involves a high degree of risk.
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's
efforts in the telecommunications, pay telephone and calling card
industry will succeed or be accepted by the public.
Additionally, the telecommunications industry is highly
competitive and there is substantial risk attributed to the
investment and entry into such market. The industry is under
constant pressure to change and adapt with the advent of new
technology and there is no guarantee that the Company will be
able to stay at the forefront
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 develops material operations. At that time,
management will evaluate the possible effects of inflation on the
Company as it relates to its business and operations.
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.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
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
________________ 1999 no revenue and a net loss from operations
of $_______.00. As of _________________, 1999, the Company had a
net capital deficiency of $________.00.
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
research and development of its software. 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.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. Its research
and development of software and programs will be cognizant of the
Year 2000 problem and address this issue. This disclosure
complies with the directives of the Securities and Exchange
Commission, specifically Staff Legal Bulletin No. 5 (CF/IM),
regarding Year 2000 issues.
Item 2. FINANCIAL INFORMATION
EUROKIOSK, INC.
(A Development Stage Company)
SELECTED FINANCIAL DATA SCHEDULE
FROM INCEPTION TO MARCH 31, 1999
For the Year From Inception
Ended To
March 31, 1999 March 31, 1999
-------------- --------------
Cash and Cash Items $ 0 $ 0
Marketable Securities 0 0
Notes and Accounts Receivable 8,000 8,000
Allowances for doubtful accounts 0 0
Inventory 0 0
Total Current Assets 8,000 8,000
Property, plant and equipment 0 0
Accumulated depreciation 0 0
Total assets 8,000 8,000
Total current liabilities 2,440 2,440
Bonds, mortgages and debt 0 0
Preferred stock - redemption 0 0
Common stock 1,000 1,000
Other stockholders' equity 4,560 4,560
Total Liabilities and
Stockholders' equity 8,000 8,000
Net Sales of Tangible Products 0 0
Total Revenues 0 0
Cost of Tangible Goods Sold 0 0
Total Costs and Expenses applicable
To sales and revenues 0 0
Other costs and expenses 11,140 11,140
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes
and other items (11,140) (11,140)
Income tax expenses 0 0
Income/loss continuing
operations (11,140) (11,140)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (11,140) (11,140)
/TABLE
There have been no accounting changes, business combinations or
dispositions of business operations by the Company that
materially affect the comparability of the information reflected
in the selected financial data. The Company is a developmental
stage company which has no operating history and no assets. The
Company's expenses and liabilities have been incurred solely for
administrative expenses.
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
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
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.
Item 3. 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 4. 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, 1999, 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 40.0%
Karela Giselle Pty Ltd. 200,000 20.0%
Sydney, Australia
The Law Office of 190,000 19.0%
Shane Henty Sutton, P.C.
New York, New York
Carrytide Pty Ltd. 100,000 10.0%
Sydney, Australia
David Sutton 100,000 10.0%
Sydney, Australia
Peter Moulinos 5,000 0.5%
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 1,000,000 shares of common stock outstanding on March 31,
1999.
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 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
- ---------------- --- ------------------- ---------------
Shane H. Sutton 50 President and Director Brother of
David Sutton
David Sutton 56 Secretary-Treasurer Brother of
and Director Shane Sutton
Peter Moulinos 30 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 6. 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, 1999, 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 an accusation or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. 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, 1999.
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 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended March 31, 1999, 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 1999, 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, 1999 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 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET PRICE OF AND DIVIDENDS 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,
1999, there were 341 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.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
No recent sales of unregistered securities at this time.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The only class of securities of the registrant are 25,000,000
authorized shares of voting common stock, $.001 par value,
1,000,000 issued and outstanding, no dividend. There are no
restrictions on the alienability of the voting common stock and
the rights of the common stockholders may only be modified by a
vote of a majority of the shareholders.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers of the Company are
provided under Section XI of the Company's By-laws, a copy of
which is attached hereto as an Exhibit 3. Additionally, Delaware
General Corporation Law provides for the indemnification of
Directors and Officers performing duties at the request of the
Company.
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
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, 1999 and the
related statements of loss, cash flows and shareholders'
equity (deficit) from October 27, 1998 (Inception) to March 31,
1999. 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, evidences 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, 1999, and the results of its
operations and its cash flows for the year 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 3 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 Notes 3. 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
May 11, 1999
EUROKIOSK INC.
(A Development Stage Company)
BALANCE SHEET
AS OF 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 2,440
-----------
Total Current Liabilities $2,440
Other Liabilities 0
-----------
Total Liabilities $2,440
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 1,000,000
Shares 1,000
Additional Paid in Capital 15,700
Deficit Accumulated During
the Development Stage (11,140)
-----------
Total Stockholders' Equity ( 5,560)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 8,000
The accompanying notes are an integral part of these financial
statements
/TABLE
EUROKIOSK INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FROM OCTOBER 27, 1998 (INCEPTION) TO MARCH 31, 1999
For the Year From
Ended Inception to
Mar. 31, 1999 Mar. 31, 1999
------------- -------------
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 2,100 2,100
Legal 7,500 7,500
Rent 1,000 1,000
Other Start Up Costs 540 540
---------- ----------
Total Operating Expenses 11,140 11,140
---------- ----------
Operating Loss $(11,140) $(11,140)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(11,140) $(11,140)
NET LOSS PER SHARE $ (0.01) $(0.01)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 961,783 961,783
---------- ----------
The accompanying notes are an integral part of these financial
statements.
/TABLE
EUROKIOSK, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FROM OCTOBER 27, 1998 (INCEPTION) TO MARCH 31, 1999
For the Year From
Ended Inception to
Mar. 31, 1999 Mar. 31, 1999
------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(11,140) $(11,140)
-------- --------
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 2,440 2,440
-------- --------
Total Adjustments (5,560) (5,560)
-------- --------
Net Cash Used in
Operating Activities (16,700) (16,700)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
Common Stock 8,200 8,200
Additional Paid In Capital
By Shareholder 8,500 8,500
-------- --------
Net Cash Provided by
Financing Activities 16,700 16,700
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
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.
/TABLE
EUROKIOSK, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED JANUARY 31, 1999
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
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
MAR. 31, 1999 0 0 8,500 (11,140) ( 2,640)
------------------------------------------------------------------
BALANCE
JAN. 31, 1999 1,000,000 $ 1,000 $15,700 $(11,140) $ 5,560
The accompanying notes are an integral part of these financial
statements.
/TABLE
EUORKIOSK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: EUROKIOSK, INC., (the "Company") was
organized in February 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. It
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.
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 3.
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 $1,000 per month, which is reflected
as an expense with a corresponding credit to contributed capital.
NOTE 3 - 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 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 $11,140. As
of March 31, 1999, the Company had a net capital of $5,560.
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
development of its Internet kiosks. 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 4 - RELATED PARTY TRANSACTIONS
Legal services rendered by a shareholder at no cost in connection
with incorporation and the issuance of stock have been recorded
at fair market value of $7,500. The expense has been recorded
with a corresponding credit to Additional Paid In Capital.
NOTE 5 - EARNINGS PER SHARE
From Inception
To
March 31, 1999
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Net Loss per share $(0.01)
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in and disagreements with accountants on accounting
and financial disclosure.
Item 15. 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.
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(Registrant)
Date: May 13, 1999
By: /s/ Shane H. Sutton
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President