UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
- -----------------------------------------------------------------
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1999
- -----------------------------------------------------------------
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
--------------
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 June 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
1,000,000 shares of voting common stock
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .8
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. EARNINGS PER SHARE . . . . . . . . . . . . .9
Note 4. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 5. CONTRIBUTED SERVICES . . . . . . . . . . . .9
Note 6. SUBSEQUENT EVENTS . . . . . . . . . . . . . 9
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 16
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 16
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 16
Item 5. Other information. . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PART I - FINANCIAL INFORMATION
To the Board of Directors of EUROKIOSK, INC.
We have reviewed the accompanying balance sheet of EUROKIOSK,
INC.,(a development stage company) as of June 30, 1999 and the
related statements of operations and accumulated deficit, and
cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of EUROKIOSK INC.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Dated: New York, New York
August 5, 1999
EUROKIOSK INC.
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
June 30, 1999 March 31, 1999
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Due from Attorney Escrow $3,060 $8,000
Other Current Assets 0 0
_________ ________
Total Current Assets $3,060 $8,000
Other Assets 0 0
_________ ________
TOTAL ASSETS $3,060 $8,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $50
Accrued Expenses 1,063 2,440
_________ ________
Total Current Liabilities 1,063 2,440
_________ ________
Total Liabilities $ 1,063 2,440
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
1,000,000 Shares 1,000 1,000
Additional Paid in Capital 15,700 28,300
Deficit Accumulated During the
Development Stage ( 11,140) (27,303)
_________ ________
Total Stockholders' Equity ( 5,560) ( 1,997)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $3,060 $8,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the 3 Mos Ended For the 3 Mos Ended
June 31 March 31
1999 1998 1999 1998
------------------------------------------
TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 1,000 N/A 2,100 N/A
Legal (Note 4) 2,500 7,500
Rent Expense (Note 2) 600 1,000
Filing Fee 13 50
Contributed Svcs
(Note 3) 4,500 7,500
Other Start Up Costs 0 540
________ _______ ________ ________
NET LOSS ( 8,613) N/A (18,690) N/A
NET LOSS PER SHARE (.01) (.02)
Weighted Average
Number of Shares
Outstanding 1,000,000 961,783
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
June 30, 1999 May 30, 1998
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $( 8,613) N/A
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities
Decrease in Due From Attorney
Escrow Account 4,940
Decrease in Accounts Payable and
Accrued Expenses (1,427)
________ ________
Total Adjustments 3,513 N/A
Net Cash Used in
Operating Activities ( 5,100)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Additional Paid in Capital
Contributed by Shareholder 5,100
________ _______
Net Cash Provided
by Financing Activities 5,100
Net Change in Cash 0 N/A
Cash at Beginning of Period 0
Cash at End of Period $ 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0
Corporate Taxes $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
EUROKIOSK INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
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 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 merger with such
businesses or to form an alliance. The Company has begun to
consider and investigate potential operating businesses.
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 occasionally uses 100 square feet of space for its
executive offices at One Rockefeller Plaza, Suite 1600, New York,
New York which it receives from one of its shareholders at no
cost. The fair market value of this office is $200 per month,
which is reflected as an expense with a corresponding credit to
additional paid-in capital.
NOTE 3 - CONTRIBUTED SERVICES
Two of the Company's officers render services on behalf of the
company at no cost. The fair market value is $1,000 for one
officer and $500 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 in the amount of $2,500 have been rendered by a
shareholder and paid for as of June 30, 1999.
NOTE 5 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
JUNE 30, 1999
Net Loss Per Share $ (0.01)
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 the 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 June 30,
1999 no revenue and a net loss from operations of $27,303. As
of June 30, 1999, the Company had net capital of $1,997.
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
operations. 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 move the Company toward profitability
within five years and to seek additional capital to fund further
expansion of its operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a development stage company. The Company has
minimal assets, consisting of cash in the amount of
$3,060, 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 has investigated
potential sites where it can install the kiosks and has 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 has no product or prototype of the internet telephone
kiosk at this time. A prototype internet telephone kiosk will
need to be developed and the Company would like to develop such a
kiosk in a joint alliance with another well-known entity.
Investors are alerted that 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.
To date, the Company has incurred expenses related to its
research, accounting costs, attorneys fees and administrative
costs. The Company has received use of office space free of
charge from one of its shareholders, The Law Office of Shane
Henty Sutton, P.C., located at 1 Rockefeller Plaza, Suite 1600,
New York, New York. The Company has not been forgiven on any
expenses or liabilities as of this date.
There is no certainty that the Company's business plans will be
implemented successfully or become 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 foresees 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. This means that in the event any
offer made to the officers and/or directors of the Company for
the purchase of the shares of the Company shall also be made all
shareholders of the Company. In this regard, there shall be no
conflict of interest and all shareholders shall be treated
equally in any offer to purchase shares of the Company's common
stock.
The Company's current operations include further research of the
Company's internet telephone kiosk concept, and its search for an
entity to form an alliance or merger for the purpose of
developing and implementing the Company's concept. These
operations currently require minimal expense and the Company
believes that it will be able to perform these tasks for a period
of twelve (12) months based upon its available capital resources.
The directors and officers of the Company contribute their
efforts without costs and therefore the resources available to
the Company will be able to cover the costs and expenses
associated with the Company's current operations.
Over the next five (5) years, the Company will strive to form an
alliance with another entity to develop the internet telephone
kiosk and to begin to implement its business plan. The Company
will strive to first develop a prototype internet telephone kiosk
with its partner during the first year. Subsequently, the
Company will strive to target sites and locations to install the
kiosks and to enter into agreements with third parties for the
installation of the kiosks. After doing so, the Company will
then enter into an agreement for the production of the kiosks by
the second year. The Company will thereafter begin to install
the kiosks and market them to advertisers and the public for the
purpose of creating interest. By the third year, the Company
expects to draw sufficient revenues from advertisers and third
parties who wish to have the kiosks installed at their locations.
The Company expects interest and use of the kiosks to grow over
the following two years to the point where it has achieved
profitability.
The Company, since the filing of its Form 10, has not located any
entity with which to form an alliance or joint venture. There
have been a number of entities which have shown a limited
interest however no significant plans or arrangements have been
discussed and, at this time, there are no discussions with any
entity to form an alliance or joint venture with the Company.
The Company is nevertheless continuing its search for a joint
venture partner. Investors are alerted that there are no
guarantees that the Company will be able to form a joint venture
with another entity. In the event the Company is not able to do
so, the Company may be forced to re-evaluate its plan and its
available options.
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 June 30,
1999 no revenue and a net loss from operations of $8,613.00. As
of June 30, 1999, the Company had a net capital deficiency of
$27,303.00.
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.
The Company's current operations includes further research of the
Company's internet telephone kiosk concept, and its search for an
entity to form an alliance or merger for the purpose of
developing and implementing the Company's concept. These
operations currently require minimal expense and the Company
believes that it will be able to perform these tasks for a period
of nine (9) months based upon its available capital resources.
Over the next nine (9) months, the cash requirements of the
Company will be limited to covering the Company's administrative
and statutory expenses. The Company estimates and foresees that
these expenses will be approximately $6,000.00. The Company's
further research of the internet telephone kiosk concept, and its
search for an entity to form an alliance or merger for the
purpose of developing and implementing the Company's concept will
not be a significant expense as the Company's directors and
officers will contribute their services without costs towards
this end. The Company currently has cash assets of $3,060.00
which the Company believes will be sufficient to cover the
administrative and statutory expenses for the Company along with
any additional out-of-pocket costs for research for the next
nine (9) months.
Over the long term, the Company shall require additional funds to
sustain its operations in the event it is not able to generate
revenue. To this end, the Company's officers and directors may
advance funds to the Company to cover additional administrative
and statutory expenses. No agreement currently exists regarding
the advancement of such funds and there is no guarantee that the
officers and directors will advance such funds. There is also no
guarantee that the Company will be able to continue to operate as
a going concern in the event it is unable to raise additional
funds.
There are no restrictions on the Company's access to cash. The
Company's current cash resources are held in an attorney escrow
account to facilitate the payment of all the administrative and
statutory expenses of the Company by its attorneys.
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
There has been no change in the Company's securities since the
filing of its Form 10-12G.
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
No matter has been submitted to a vote of security holders during
the period covered by this report.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no Exhibits or reports on Form 8-K attached hereto.
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.
EUROKIOSK, INC.
- ----------------
(Registrant)
Date: August 12, 1999
By: /s/ Shane H. Sutton
-------------------
President