UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2000
POWER KIOSKS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-27769 65-0522144
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 948-9600
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f/k/a ALTERNATE ACHIEVEMENTS, INC.
222 Lakeview Avenue, PMB 160-435
West Palm Beach, FL 33401
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(Former name or former address, if changes since last report)
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
ITEM 5. OTHER EVENTS.
On February 23, 2000, Alternate Achievements, Inc. n/k/a Power Kiosks,
Inc., a Florida corporation (the "Company"), and Power Photo Kiosks, Inc., a
Canadian corporation, and the individual holders of all of the outstanding
capital stock of Power Photo Kiosks, Inc. (the "Holders") consummated a reverse
acquisition (the "Reorganization") pursuant to a certain Share Exchange
Agreement ("Agreement") of such date. Pursuant to the Agreement, the Holders
tendered to the Company all issued and outstanding shares of common stock of
Power Photo Kiosks, Inc. in exchange for 3,000,000 Shares of common stock of the
Company. The reorganization is being accounted for as a reverse acquisition.
Simultaneously with the closing of the Reorganization, the then officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement. Terry Cooke and Allan Turowetz were elected to serve on the Board
of Directors of the Company (the "Board"). The Board subsequently appointed
Terry Cooke as Chairman of the Board and President and Allan Turowetz as the
Vice-President of the Company.
The Company also announced approval of the amendment of its Articles of
Incorporation in order to change the name of the Company from Alternate
Achievements, Inc. to Power Kiosks, Inc. Prior to the reorganization the Company
effected a forward split of its common stock at the rate of 2.78 to 1, for
holders of record on February 22, 2000, with distribution effective March 1,
2000. Total issued and outstanding stock following the forward split and after
effecting the Share Exchange Agreement is 4,390,000.
Copies of the Agreement are filed herewith as Exhibit 2.1, and are
incorporated herein by reference. The foregoing descriptions are qualified in
their entirety by reference to the full text of such agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
(4) Financial statements of Power Photo Kiosks, Inc., a Canadian
corporation, will be filed by amendment to this Form 8-K not later than sixty
(60) days from the filing of this report.
(b) Pro forma financial information.
(2) Pro forma financial information regarding the Reorganization will
be filed by amendment to this Form 8-K not later than sixty (60) days from the
filing of this report.
(c) Exhibits
Exhibit 2.1 Share Exchange Agreement between Alternate Achievements, Inc.
n/k/a Power Kiosks, Inc. and Power Photo Kiosks, Inc. dated
February 23, 2000.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
POWER KIOSKS, INC.
(Registrant)
Date: March 9, 2000 By: /s/ Terry Cooke
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Terry Cooke, President and Chairman