U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB

(MarkOne)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended July 31, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

Commission File No.  000-27769

                               Power Kiosks, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter
Florida                                                               65-0522144
-------------------------------                              -------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

181 Whitehall Drive
Markham, Ontario, Canada                                                 L3R 9T1
-----------------------------------------                             ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number (905) 948-9600

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                                        Name of each exchange
                                                             on which registered
           None
-----------------------------                          -------------------------
Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value
                                (Title of class)
                               -------------------

Copies of Communications Sent to:

                              Mintmire & Associates
                              265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                              Tel: (561) 832-5696 Fax: (561) 659-5371



<PAGE>



     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                      -----            -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State registrant's revenues for its most recent fiscal year. $0

     Of the  6,088,483  shares  of voting  stock of the  registrant  issued  and
outstanding as of November 7, 2000, 2,755,491 shares are held by non-affiliates.
The  aggregate  market  value of the voting stock held by  non-affiliates  as of
November 7, 2000 is $11,876,166.21.

                                   PART I

Item 1.                    Description of Business

         (a)      Business Development

     Power Kiosks, Inc. (the "Company" or "Power Kiosks") is incorporated in the
State of Florida.  The Company was originally  incorporated as Global  Corporate
Quality, Inc. on September 9, 1994 ("GCQ"). The Company subsequently changed its
name to Alternate  Achievements,  Inc. on October 1, 1999. The Company's  Common
Stock is  currently  quoted on the Over the  Counter  Bulletin  Board  under the
symbol "PWKK" and has been since July 2000. Its executive  offices are presently
located at 181 Whitehall Drive, Markham, Ontario, Canada, L3R 9T1. Its telephone
number is (905) 948-9600 and its facsimile number is (905) 948-8377.

     The Company is filing this Form 10-KSB in compliance with the effectiveness
of its filing on Form 10-SB. The Company will file periodic reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

     Originally,  the  Company  was  formed  to  engage  in  the  marketing  and
distribution of training  programs and seminars to corporate level executives on
various  management  issues.  The Company failed in its attempt to implement its
initial  business plan and during  September  1995  abandoned  its efforts.  The
Company had no operations  for the period prior to September  1995.  The Company
was  inactive and there were no  transactions  from  September  1995 to February
2000, when the Company, Power Photo Enterprises,  Inc. n/k/a Power Photo Kiosks,
a  Canadian  corporation  ("PPK")  and  the  individual  holders  of  all of the
outstanding  capital  stock  of  PPK  (the  "Holders")   consummated  a  reverse
acquisition  pursuant to a share exchange agreement (the "Agreement").  Pursuant
to the Agreement, the Holders tendered to the Company all issued and outstanding
shares of PPK in exchange  for  3,000,000  shares  (only  2,995,539  shares were
actually issued due to rounding) of Common Stock of the Company.

                                     2

<PAGE>



Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial  owner of
1,359,846 shares and Allan Turowetz is the beneficial owner of 1,103,146 shares.
The reorganization was accounted for as a reverse acquisition.

     Power Kiosks, Inc. is incorporated in the State of Florida. The Company was
originally  incorporated as Global Corporate Quality, Inc. on September 9, 1994.
The Company  subsequently  changed its name to Alternate  Achievements,  Inc. on
October 1, 1999.  Originally,  the Company was formed to engage in the marketing
and distribution of training programs and seminars to corporate level executives
on various management issues. The Company failed in its attempt to implement its
initial  business plan and during  September  1995  abandoned  its efforts.  The
Company had no operations  for the period prior to September  1995.  The Company
was  inactive and there were no  transactions  from  September  1995 to February
2000, when the Company, Power Photo Enterprises,  Inc. n/k/a Power Photo Kiosks,
and the  individual  holders  of all of the  outstanding  capital  stock  of PPK
consummated a reverse acquisition pursuant to a share exchange agreement.

     Currently,  the Company is a provider of a  network-based,  digital imaging
kiosk system that delivers a range of retail consumer products. The kiosk system
is enabled by leading-edge  technology in the areas of digital imaging software,
delivery hardware and e-commerce network capabilities.

     Each kiosk operates as a fully-functional,  stand-alone business unit. When
linked electronically,  the kiosks function as a broadcast network that delivers
national and site-specific  advertising and marketing programs to any geographic
delivery area.

     As part of the ongoing product  improvement  process, in December 1999, PPK
signed a teaming agreement with Sybase Canada Limited the Canadian subsidiary of
Sybase  ("Sybase")  to develop a retail kiosk  delivery  system in an attempt to
create an interactive "smart" digital kiosk network.  The Company hopes that the
result will allow the Company to deliver a broader range of consumer-based kiosk
products and will form the basis of an electronic  network capable of delivering
national  and  site-specific  advertising  marketing  programs.  Sybase  is also
working  with the  Company  to rewrite  the  operating  software  with a view to
enhancing  the  usability  for the  consumer  while at the same time  making the
connection between the kiosk operating system and the network software seamless.

     It is the  Company's  intention  to (i) to market  its kiosks in the United
States and Canada;  (ii) to research and further  develop its new products;  and
(iii) to continue to improve its kiosk system.

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitations on resale and (vi) each of the
parties was a sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the
due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction (the "506 Exemption").

                                       3

<PAGE>


     In June  1998,  Team Power  Enterprises,  Inc.,  as tenant,  signed a Lease
Agreement with Bruce N. Huntley  Contracting  Limited,  as landlord.  Team Power
Enterprises,  Inc. is  beneficially  owned by Ronald Terry Cooke,  the Company's
President and Chairman,  and Allan  Turowetz,  the Company's  Vice President and
Director.  The lease is for the property located at 181 Whitehall Drive, Unit 1,
in Markham, Ontario, which serves as the Company's headquarters.  The lease term
began July 1998 and is for a period of five (5) years.  The rents to be paid are
as  follows:  From July 1,  1998  through  June 30,  1999 the  rental  amount is
$9,235.41 monthly;  from July 1, 1999 through June 30, 2000 the rental amount is
$10,075  monthly;  and from July 1, 2001 through June 30, 2003 the rental amount
is $10,914.58  monthly.  See Part 1, Item 2.  "Description of Property" and Part
III, Item 12. "Certain Relationships and Related Transactions".

     In September  1999, PPK prior to its  acquisition  by the Company,  entered
into a Master Merchandising  License Agreement with Universal Studios Licensing,
Inc.  ("Universal"),  whereby  PPK was  granted a  non-exclusive  license to use
certain  characters  and artwork owned by Universal.  For the use of each set of
character and artwork,  PPK must pay to Universal a royalty of five percent (5%)
of retail sales with a guaranteed  royalty upon  execution of the license and on
January 31, 2000 and must pay  additional  guaranteed  royalties on December 31,
2001. The license expires December 31, 2002.

     In November  1999,  PPK, prior to its  acquisition by the Company,  entered
into a  Teaming  Agreement  with  Sybase,  Advanced  Kiosk  Services,  Inc.  and
Integrated  Kiosks,  Inc. to provide a retail kiosk  delivery  system with fully
automated  and   centrally   monitored  and   administered   kiosk   maintenance
functionality  and image  movement  capability.  The software is critical to the
remote management of the kiosks from a service and content standpoint,  and also
provides connectivity over the complete kiosk network to facilitate  advertising
initiatives, program "refresh", transaction monitoring and servicing.

     In January 2000, PPK, prior to its acquisition by the Company, entered into
negotiations  with  Remington  Financial  Group,  Inc.,  a  Wyoming  corporation
("Remington")  regarding  a share  exchange,  whereby PPK would be acquired in a
reverse  acquisition  by Remington in exchange for shares in  Remington.  Rhonda
Networks,  Inc., an Alberta Business  corporation  ("Rhonda") brokered the deal,
which was never consummated.  Since that time, Rhonda has made certain claims to
PPK  regarding  monies and time expended on PPK's  behalf.  In August 2000,  the
Company  agreed to pay Rhonda  $25,000 and to issue Rhonda 225,000 shares of its
restricted  Common Stock in exchange for a general  release in favor of both PPK
and  the  Company.  Although  all  parties  have  agreed  to  the  terms  of the
settlement,  it has yet to be  memorialized.  The Company has issued the 225,000
shares, which are being held by the Company pending full and final settlement of
the matter. For such offering,  the Company relied upon the 506 Exemption and no
state exemption, as Rhonda is located in Canada. See Part III, Item 12. "Certain
Relationships and Related Transactions".

     In February 2000, the Company  effected a forward split of its Common Stock
at a rate of 2.78 to 1, for  holders  of  record  on  February  22,  2000,  with
distribution  effective  March 1,  2000.  See Part I, Item 5 "Market  for Common
Equity and Related Stockholder Matters."


                                     4

<PAGE>



     In  February  2000,  the  Company,  PPK and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were elected to serve on the Board of Directors
of the Company (the  "Board").  The Board  subsequently  appointed  Ronald 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 an
amendment to its Articles of Incorporation changing the name of the Company from
Alternate  Achievements,  Inc.  to  Power  Kiosks,  Inc.  See  Part  I,  Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part I, Item 6. "Management's  Discussion and Analysis or Plan of
Operation - Stockholder's  Equity; Part III, Item 10. "Executive  Compensation -
Employee  Contracts and Agreements";  Part III, Item 11. "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

     The facts upon which the Company relied for purposes of Section  451.802 of
the  Michigan  Code  are:  The  transaction  was  incident  to a  class  vote by
shareholders  pursuant to the  certificate  of  incorporation  or the applicable
corporation statute, on a merger, consolidation, reclassification of securities,
or sale of corporate  assets in  consideration  of the issuance of securities of
another corporation.

     In February  2000,  PPK entered  into a licensing  agreement  with The Ohio
State University  ("TOSU"),  whereby TOSU granted PPK a non-exclusive  right and
license to use designs,  trade names,  trademarks,  and service marks, including
without  limitation,  the  designations  depicted on the camera  ready sheets of
licensed  marks  and  other  designs,  seals  and  symbols  in  connection  with
advertising  its products and services in the United States.  For such right and
license,  PPK agreed to pay a royalty to TOSU  quarterly  in the amount of eight
percent (8%) of the net sales  price.  The term is for a period of two (2) years
and is  automatically  renewable  for  successive  one  (1)  year  terms  unless
terminated.  A fee of five hundred  dollars ($500) must also be paid annually by
PPK to TOSU.

     In February  2000,  the Company sold 350,000  shares of its Common Stock to
one (1)  investor for  $350,000.  The Company  actually  received  $300,000,  as
$35,000 was  deducted as an agent fee and $15,000 was  deducted  for legal fees.
The Company  also issued  warrants to  purchase  an  additional  300,000  shares
exercisable  at a price of $0.01  per  share  for a period of three (3) years in
connection  with such  sale.  Both the  shares  and the  shares  underlying  the
warrants carry mandatory registration rights.

     Since February,  both parties have verbally agreed to modify the agreement,
such that 390,000  shares will be sold rather than  350,000  shares for $390,000
rather  than  $350,000,  with the  warrants  and the costs  remaining  the same.
Although the verbal agreement has yet to be memorialized,  proceeds for the full
amount has been received by the Company.  For such offering,  the Company relied
upon the 506 Exemption. No state exemption was necessary because the investor is
a foreign entity located in Canada.  See Part III, Item 11. "Security  Ownership
of Certain  Beneficial  Owners and Management";  and Part III, Item 12. "Certain
Relationships and Related Transactions".

                                    5

<PAGE>


     Since April 2000,  the Company sold  237,924  shares of its Common Stock to
twenty five (25) investors for a total of  $594,862.27.  For such offering,  the
Company relied upon the 506 Exemption,  Section  49:3-50(b)(9) of the New Jersey
Code and  Section  211(b)  of the  Pennsylvania  Code.  No state  exemption  was
necessary for purchases by Canadian  residents.  See Part III, Item 12. "Certain
Relationships and Related Transactions".

     The  facts  relied  upon  to make  the New  Jersey  Exemption  include  the
following:  (i) the sale was to not more than ten (10) persons during any period
of twelve (12) consecutive months; (ii) the Company reasonably believed that all
buyers purchased for investment;  (iii) no commission or other  remuneration was
paid for soliciting any prospective  buyer; and (iv) the sale was not offered or
sold by general solicitation or any general advertisement.

     The  facts  relied  upon to make the  Pennsylvania  Exemption  include  the
following:  (i) the Company filed a completed  SEC Form D with the  Pennsylvania
Securities  Commission,  Division of Corporate Finance;  (ii) the Form was filed
not later than  fifteen  (15) days after the first  sale;  and (iii) the Company
paid an appropriate filing fee.

     In May 2000,  the Company filed a report on Form 8KA1  disclosing  that the
Company had dismissed the firm of Dorra Shaw & Dugan and retained  KPMG,  LLP as
its  auditors in  connection  with the  Agreement.  The Company also changed its
fiscal year to July 31, that of its subsidiary, PPK.

     In June 2000,  the Company  executed a promissory  note in favor of Thomson
Kernaghan  & Co.,  Ltd.  ("TK") in the  principal  amount of two  hundred  fifty
thousand dollars ($250,000). The loan had a maturity date of August 31, 2000. In
November 2000, both parties orally agreed to convert all  outstanding  principal
and interest into 250,000 shares of the restricted  Common Stock of the Company,
although  actual  conversion  has yet to take place and the agreement to convert
has yet to be memorialized.  For such offering,  the Company relied upon the 506
Exemption.  No state  exemption was necessary  because the investor is a foreign
entity  located  in Canada.  See Part I, Item 6.  "Management's  Discussion  and
Analysis  or Plan of  Operation  - Financial  Condition,  Liquidity  and Capital
Resources";  Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     In July 2000, the Company entered into an employment  agreement with Ronald
Terry Cooke, to employ him as President and CEO of the Company.  The term of the
agreement is for a period of five (5) years, beginning July 1, 2000. Mr. Cooke's
initial basic compensation is One Hundred and Twenty Thousand dollars ($120,000)
per year.  Such salary will be reviewed as appropriate by the Board of Directors
of the Company and may be increased in the Board's  sole  discretion  based upon
performance.  Mr.  Cooke  received a signing  bonus of two  hundred  twenty five
thousand (225,000) restricted shares of the Company's Common Stock, as well as a
Seventy Five Thousand dollar ($75,000) bonus.  Under the terms of the employment
agreement,  Mr.  Cooke has the option to  purchase  up to a total of one hundred
thousand  (100,000)  shares of the Company's  restricted  Common Stock annually,
which options are  exercisable at a price of $1.00 per share.  The stock options
will begin to vest at the end of the employment  year commencing on July 1, 2000
and each  employment year  thereafter.  Mr. Cooke will have five (5) years after
the shares are vested to exercise the options.  See Part I, Item 1. "Description
of Business - (b) Business of Registrant - Employees and Consultants"; Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

                                    6

<PAGE>


     In July 2000, the Company  entered into an employment  agreement with Allan
Turowetz,  to  employ  him as Vice  President  of the  Company.  The term of the
agreement is for a period of five (5) years, beginning July 2000. Mr. Turowetz's
initial basic  compensation is One Hundred Thousand dollars ($100,000) per year.
Such salary will be reviewed as appropriate by the Board and may be increased in
the Board's sole discretion  based upon  performance.  Mr.  Turowetz  received a
signing bonus of one hundred and five thousand (105,000) shares of the Company's
Common Stock, which was registered pursuant to a Registration Statement filed on
Form S-8 in August 2000,  as well as a Seventy Five  Thousand  dollar  ($75,000)
bonus. Under the terms of the employment agreement,  Mr. Turowetz has the option
to purchase up to a total of 100,000 shares of the Company's  restricted  Common
Stock annually, which options are exercisable at a price of $1.00 per share. The
stock options will begin to vest at the end of the employment year commencing on
July 1, 2000 and each  employment year  thereafter.  Mr. Turowetz will have five
(5) years after the shares are vested to exercise the options.  See Part I, Item
1.  "Description  of Business - (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

     In August 2000, the Company filed a Registration  Statement on Form S-8 for
the purpose of registering the Company's Year 2000 Consultant Stock Compensation
Plan.  Pursuant to such plan,  the Company  issued  105,000 shares of its Common
Stock to Allan Turowetz,  the Company's current Vice-President and Director. See
Part I,  Item 1.  "Description  of  Business  - (b)  Business  of  Registrant  -
Employees  and  Consultants";  Part  III,  Item 10.  "Executive  Compensation  -
Employee  Contracts and Agreements";  Part III, Item 11. "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

     In August 2000, the Company issued 120,000 shares of its restricted  Common
Stock to Team Power  Enterprises  Incorporated  ("TPE"),  which is  beneficially
owned by both Ronald Terry Cooke, the Company's  current  President and Chairman
and Allan Turowetz,  the Company's current  Vice-President  and Director as full
and final  repayment  of a loan by TPE to PPK.  For such  offering,  the Company
relied  upon the 506  Exemption  and no state  exemption,  as TPE is  located in
Canada.  See  Part  I,  Item 1.  "Description  of  Business  - (b)  Business  of
Registrant  -  Employees  and  Consultants";   Part  III,  Item  10.  "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

     In August  2000,  the Company  entered  into an  agreement  with  Discovery
Enterprises,   Inc.  d/b/a  Discovery  Financial,   Inc.  to  provide  financial
consulting  and  business  advisory  services  including  a  complete  investors
relations program for the Company. The term of the contract expires February 23,
2001.  For such  services,  the Company issued 20,000 shares of its Common Stock
upon execution of the agreement.  For such offering, the Company relied upon the
506 Exemption and Section 517.061(11) of the Florida code.


                                     7

<PAGE>


     The facts relied upon to make the Florida  exemption  available include the
following:  (i) sales of the sharesof Common Stock were not made to more than 35
persons;  (ii)  neither  the  offer  nor  the  sale  of any of  the  shares  was
accomplished  by the  publication  of any  advertisement;  (iii) all  purchasers
either had a preexisting  personal or business  relationship with one or more of
the  executive  officers  of the  Company  or, by reason  of their  business  or
financial  experience,  could be  reasonably  assumed  to have the  capacity  to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction; and an opportunity to question the appropriate executive officer.

     In September 2000, PPK entered into a teaming agreement with Mattel Canada,
Inc. to design and market the Mattel Retail Delivery  Kiosk,  for the purpose of
distribution to Wal-Mart  stores.  Phase one (1) is projected to deploy fourteen
(14)  kiosks  for a pilot  project,  with  ten (10)  units  for  Wal-Mart  store
locations located in Canada and four (4) units for promotional  purposes located
in places such as Mattel's Head Office and Wal-Mart's Head Office. Phase two (2)
is projected to include a complete  rollout to all  Wal-Mart  stores  located in
Canada [approximately two hundred (200) stores]. Phase three (3) is projected to
include  locations  throughout  the United States as determined by Wal-Mart U.S.
PPK  must  bear  all  costs  including  manufacturing,   shipping,  maintenance,
electrical and telephone charges,  delivery and setup of the kiosk units. Mattel
is to provide all images and to contribute to advertising efforts.

     In September 2000, the Company's Board of Directors increased the number of
director  positions from two (2) to four (4) and appointed June  Nichols-Sweeney
and Jean Beliveau to fill the vacancies  created  thereby until the next meeting
of the  shareholders.  The Company  approved the issuance of 100,000 and 200,000
shares of its Common  Stock to them  respectively,  although the shares were not
actually  issued until November 2000. The Company also granted the new directors
warrants to purchase an additional  100,000 shares each,  exercisable at a price
of $1.00 per share for a period of three (3) years. Ms. Sweeney may exercise the
right to purchase a maximum of 25,000 shares every quarter, whereas Mr. Beliveau
has the same right beginning May 1, 2001. For such offering,  the Company relied
on the 506 Exemption and Section 10-5-9 of the Georgia Code. No state  exemption
was required for the issuance to Jean  Beliveau,  as he is a Canadian  resident.
See Part I, Item 1.  "Description  of Business - (b)  Business of  Registrant  -
Employees  and  Consultants";  Part  III,  Item 10.  "Executive  Compensation  -
Employee  Contracts and Agreements";  Part III, Item 11. "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

     The facts relied upon to make the Georgia  Exemption  available include the
following:  (i) the aggregate  number of persons  purchasing the Company's stock
during the 12 month period ending on the date of issuance did not exceed fifteen
(15)  persons;  (ii)  neither  the offer nor the sale of any of the  shares  was
accomplished by a public  solicitation or advertisement;  (iii) each certificate
contains a legend stating "These securities have been issued or sold in reliance
of paragraph (13) of Code Section  10-5-9 of the Georgia  Securities Act of 1973
and may not be sold

                                    8

<PAGE>



or  transferred  except  in a  transaction  which is  exempt  under  such act or
pursuant to an effective  registration  under such act"; and (iv) each purchaser
executed a  statement  to the effect  that the  securities  purchased  have been
purchased for  investment  purposes.  Offerings made pursuant to this section of
the Georgia  Securities  Act have no requirement  for an offering  memorandum or
disclosure document.

     In October 2000, the Company  executed a promissory  note in favor of TK in
the principal amount of $110,000.  The Company actually  received  $100,000,  as
$10,000 was deducted as an agent fee.  The note bears  interest at a rate of ten
percent  (10%) per annum and is for a term of one (1) year.  For such  offering,
the Company  relied upon the 506  Exemption.  No state  exemption  was necessary
because the investor is a foreign entity located in Canada.  See Part I, Item 6.
"Management's   Discussion  and  Analysis  or  Plan  of  Operation  -  Financial
Condition,  Liquidity  and  Capital  Resources";  Part III,  Item 11.  "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

     In October 2000, the Company entered into a marketing  agreement with PACEL
Corp.  and Child Watch of North America to promote the  ChildWatch(TM)  software
and include it as part of the Company's advertising campaigns.  The Company also
agreed to place the ChildWatch(TM) logo on its website with a link to the PC Sam
website.  The  ChildWatch(TM)  software is a parent  controlled  security access
monitor software distribution program.

     In October 2000,  PPK entered into a letter of intent with Groome  Capital.
Com, Inc. ("Groome") to provide equity financing for the Company.  Groome agreed
to use its best efforts to initially  raise four  million  dollars  ($4,000,000)
through  the sale of units  consisting  of one  common  share and a  warrant  to
purchase an additional  common share. A second offering is also  contemplated to
raise sixty million dollars ($60,000,000).  Groome is to receive an agent fee in
the  amount  of ten  percent  (10%) of the  gross  proceeds  raised in the first
offering.  Additionally,  the  Company  must pay to  Groome  a fee  equal to ten
percent (10%) of the amount of any financing provided by any investor within six
(6) months of the  introduction of the investor by Groome to PPK. Groome is also
entitled to options  entitling Groome to purchase an amount equal to ten percent
(10%) of the number of securities issuable pursuant to the offerings, at a price
per share equal to the price per share under the relevant offering,  exercisable
for a period of twenty four (24) months from the closing  date of each  relevant
offering. Should the Company enter into a merger,  amalgamation,  arrangement or
reorganization involving the sale or exchange of all or substantially all of the
assets of PPK or any material subsidiary or the issuance of securities of PPK in
excess of five percent (5%) of the total value or number of securities currently
outstanding,  PPK must pay to Groome a fee equal to the greater of three percent
(3%) of the value of such transaction or $150,000.  All shares held by officers,
directors and affiliates will be further restricted with a lockup agreement.

     In October 2000,  the Company filed a third amended  Current Report on Form
8-K.  The purpose of this third  amendment  to Form 8-K was to provide  adjusted
financial statements and pro forma financial information for Power Photo Kiosks,
Inc., a Canadian corporation, as required by Item 7 of Form 8-K. It was filed at
the request of the Company's independent auditor, KPMG, LLP.

     In November 2000,  the Company filed a  Registration  Statement on Form S-8
for its Year 2000  Supplemental  Employee/Consultant  Stock  Compensation  Plan.
Since that time,  60,000 shares of the  Company's  Common Stock have been issued
each to Ronald Terry Cooke, the Company's  current President and Chairman and to
Allan  Turowetz,  the Company's  current  Vice-President  and Director.  580,000
shares registered pursuant to such

                                     9

<PAGE>



Registration  Statement have yet to be issued.  See Part I, Item 1. "Description
of Business - (b) Business of Registrant - Employees and Consultants"; Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.

         (b)      Business of Registrant

Background of the Industry

     Management's  research has found that an intense interest in photo stickers
began in Japan in the mid-1990s, and that there are currently about 40,000 photo
kiosks in the Japanese  market that  generate  sales in excess of  approximately
US$2.4 billion per annum. During 1998, sticker machines started to appear in the
United States.  Management also found that at the same time,  consumers'  desire
for a fun, fantasy-filled, ego-gratifying photo experience is increasing and the
volume  of  disposable  income  available  for the right  type of  entertainment
experience is large.

     Management's research had discovered that major corporations with expertise
in film technology,  including Polaroid,  Agfa (Bayer) and Kodak, are committing
resources to this market,  and that the following  statistics support the growth
of the photo kiosk industry:

*    The total U.S.  vending market had sales of US$31.5  billion in 1997. * The
     total U.S.  photography  market has sales of US$37  billion in 1997 * Every
     household   in  the  U.S.   spends  an  average  of  US$500  per  annum  on
     photo-related  products.  * There are now over 40,000  sticker  machines on
     location in Japan,  which  account for 35% of all money spent in  amusement
     machines.  * The U.S.  photo  sticker  machine  market is  expected to have
     25,000 to 40,000 units on location by 2003.  According to 1998 data,  there
     are currently about 2,500 units on location throughout the United States.

*    Over 90% of Americans use vending machines.

Kiosk Operational Management System

     The Company's  proprietary,  recently  developed  Kiosk  Management  System
("KMS")  provides  Power Kiosks with the ability to remotely  update and add and
remove data or images on individual or groups of kiosks.  This means the Company
can  easily  remotely  customize  the  kiosk  for  special  events,  advertising
specials,  or seasonal  holidays with no need for client or partner  assistance.
Maintaining  current  images or data at the kiosk  can be  handled  from one (1)
central control operation. The Kiosk units will be connected via the Intranet to
the central  control  website to attain  up-to-the-minute  information  on kiosk
usage,  royalty  information  and kiosk status.  The remote  diagnostic  and the
health   monitoring   capability   begin  with  each  kiosk  in  its  standalone
configuration,

                                      10

<PAGE>



continually  monitoring the health of individual  components in the kiosk.  Upon
recognizing a failure in or abnormal status of any of the components,  the kiosk
itself initiates  communication  with the central control server and reports its
diagnosis.  The  central  server is then  programmed  to respond  appropriately,
sending e-mail, paging or phone communications to the specific technical service
individual who will respond and correct the  situation,  all of this without the
intervention of the Company or client.  These  application  enhancements  should
create the most  flexible and  dependable  kiosk  network  available.  The Kiosk
Management  System should  differentiate  the Company from other kiosk providers
and through its inherent versatility, ensure market acceptance.

Power Kiosk Products

Stand Alone Interactive Power Entertainment Kiosk (NON-NETWORKED):

A fully  functional,  digital  photo  entertainment  kiosk for use  primarily at
promotional  events such as NASCAR  races,  trade  shows,  corporate  events and
individual business locations.

Features:

           * Revenue generation occurs primarily from the
             sale of digital photographs.

           * Image packages can be customized to site
           requirements.

           * Kiosk shell graphics can be customized to site
             requirements.

           * Individual client advertising programs can be
             developed based on site requirements.


Networked Interactive Power Kiosk System:

1.  Power Entertainment Kiosk

A  fully  functional,  digital  photo  entertainment  kiosk  for  use  by  large
corporations with multi-location, national operations.

Features:

           * Revenue generation occurs from the sale of
           digital photographs and from the sale of advertising.

           * Kiosks operate as a broadcast network that
           delivers national and site-specific advertising and
           marketing programs to any geographic delivery area.

           * Image packages can be customized to national an
           site requirements.

           * In concert with corporate brand promotion
           strategies,  merchandise  display  space can be built  into the kiosk
           design to increase sales of specified products.

           * Kiosk design and graphics can be completely
           customized to meet corporate requirements.



                                   11

<PAGE>



2. Power Multi-Functional Kiosk

A retail kiosk system that enables  consumers to receive a range of Internet and
Intranet-based products including digital photographs, information, governmental
services etc., for use by large corporations and government agencies.

Features:

           * Revenue generation occurs from the sale of
           digital photographs, the sale of advertising and from
           service fees.

           * Kiosks operate as a broadcast network that
           delivers national and site-specific advertising and
           marketing programs to any geographic delivery area.

           * Image packages can be customized to national an
           site requirements.

           * In concert with corporate brand promotion
           strategies,  merchandise  display  space can be built  into the
           kiosk design to increase sales of specified products.

           * Kiosk design and graphics can be completely
           customized to meet corporate requirements.

           * Customization of the kiosk system allows the
           consumer product manufacturer and the retailer to
           directly  interact  with the  consumer  thereby  driving  traffic and
           increasing brand awareness.

           * Customization of the kiosk system allows the
           product manufacturer and the retailer to gather consumer
           demographic information.

3.  Power Financial Services Kiosk

A retail ATM kiosk  system  that,  in  addition  to  offering  standard  banking
transactions, provides the opportunity for additional revenue generation through
loyalty-based  sports  themed  products such as digital  photographs  and sports
memorabilia.

Features:

Kiosk provides current ATM banking capabilities

           * Revenue generation occurs from the sale of
           digital photographs, advertising and sports memorabilia
           products.

           * Kiosks operate as a broadcast network that
           delivers national and site-specific advertising and
           marketing programs to any geographic delivery area.

           * Image packages can be customized to national an
           site requirements.

           * In concert with corporate brand promotion
           strategies,  merchandise  display  space can be built  into the
           kiosk design to increase sales of specified products.

           * Kiosk design and graphics can be completely
           customized to meet corporate requirements.

           * Customization of the kiosk system allows the
           bank to gather consumer demographic information.



                                    12

<PAGE>


Connectivity

     The kiosk is networked  through a standard phone line and internal modem to
transmit  sales  data  such as  number  of  transactions  per day,  royalty  fee
calculations,  ratios of one (1) image versus another,  etc. This data will help
the Company  track what is sold in each market  segment and  location and should
optimize  profits  for  both  the  Company  and  its  clients.   This  networked
communication  system should prove  beneficial in  determining  when  preventive
maintenance  should  be  performed,  in  reducing  potential  down  time  and in
increasing disk efficiency by providing  on-line  diagnostic  programming.  This
feature should decrease the need for sending  technicians to the customer's site
for routine, simple problems.

     Content in the kiosk can be changed automatically by simply downloading new
CDs supplied by the Company or by utilizing  the enhanced  data  management  and
networking capabilities currently being developed.  That network capability will
allow content transfer over phone lines and enable the kiosk to create a central
database that can be used for direct  marketing  activities,  such as e-commerce
and mail order  merchandise  sales.  In this way, the Company  intends to create
unique photographic image programs that will attract specific types of consumers
and encourage repeat  transactions via a continuous  refresh program.  The Power
Photo  Entertainment  Kiosk  transcends the  conventional  photo kiosk market by
using the latest hardware, connective and software technological advances.

Hardware

     The outer shell of each kiosk,  which  dimensions are 40" X 40" by 90", can
be  customized  with  graphics  that  will draw more  consumer  attention.  More
specifically,  the kiosk represents additional revenue generation possibilities,
by utilizing the 20" TV monitor or side and rear graphic  panels as  advertising
tools. Software image banks can be customized to match any business,  any market
segment and any special  event.  These  software  image banks will be constantly
updated to keep pace with changing market trends and fads.

Each Power Kiosk is equipped with the following:
o A  proprietary  software  operating  system  that  is  user-friendly  and
  flexible,  enabling the Company to change the image  programs  frequently
  and easily.
o Multiple licensed image packages and a unique personal portrait image package.
o Fully digitized sound, for easy to follow voice prompts and/or music.
o 20-inch  Sony TV  monitor  that can be used for  advertising  and cross
  promotions and when the kiosk is not in use.
o Up to four (4) Sony Dye Sublimation  printers,  providing multiple papers
  formats allowing an 800-sheet loading capacity (200 sheets per printer).
o A Sony digital camera.
o A Micro Touch Screen computer monitor.
o Choice of Mars bill, coin, token, debit or credit card acceptors. o Pentium II
based computer system. o Intel-Based computer system o All control electronics.


                                     13

<PAGE>



The Future

     In terms of future trends,  kiosks tied to Intranet and Internet technology
is a burgeoning  field in which photo kiosks are likely to make extensive use of
these  bi-directional  communications  systems.  Consumers  are already  sending
high-quality  photo images over the  Internet as a result of  scanners,  digital
cameras and camera centers that deliver photo images. This connective technology
is growing and photo kiosks are seen as just another extension of this trend. In
fact, this technology may actually increase the opportunities for kiosks as more
and more  recipients  of e-cards  have the  capability  to receive them and have
familiarity with the technology.  The photo kiosk, especially when combined with
sports,  theatrical or vacation  experience,  can encourage  sharing during such
spontaneous occasions.

Business Strategy

     Any discussion of business strategy contained herein is contingent upon the
ability of the Company to continue as a going concern.

     The  preferred  approach  is for  Power  Kiosks  to own the  kiosks  in the
marketplace and to work with revenue sharing programs on both picture income and
advertising income.  Company ownership of the kiosks will facilitate  enormously
the placement process and in particular,  make the management of the advertising
component of the kiosk network simpler.

     Power Kiosks'  marketing focus is market  segment-specific  and directed at
non-conventional kiosk markets. The conventional kiosk markets, mainly malls and
movie theaters,  are also important  market segments that will also be targeted.
Each kiosk will be placed as a customized and turnkey  system.  The kiosk can be
custom-designed with graphics and licensed image packages that meet the needs of
individual markets.

     Management has found that the kiosk industry is in a strong growth position
as the business is  relatively  new to the North  American  market.  Vending and
photography  sales are  extremely  large,  and  growing.  The number of Internet
kiosks in the U.S. market,  for example,  is forecast to increase greatly in the
next five (5) years,  while  revenues are projected to increase by slightly less
(2.5  times) as the  market  becomes  more  competitive.  This  market had 5,100
Internet-based  kiosks in 1993,  management  expects the market to have  445,000
different types of kiosk in 2003.


     The overall  market  strategy has evolved  significantly  over the past few
years. The Company has determined that in order to control the technology, it is
imperative  to own the  software  and the  kiosk  units  and work with a revenue
sharing  program on both the photo  income as well as the  advertising  revenue.
Ownership of the units by the Company should allow the Company to facilitate the
placement process in large retail and restaurant chains and in particular,  make
the managing of the advertising component of the kiosk network simpler. With the
appropriate  financing in place,  this  economic  model of combined  picture and
advertising revenues can be in place in a relatively short time.

     Power Kiosk is entering the industry at a time when converging technologies
may  enable the  Company  to quickly  establish  a  leadership  position  in the
marketplace:


                                     14

<PAGE>



         * Advances  in digital,  photographic  technology  now enable  software
       programs,  such as that  developed  by the Company to create high quality
       photo images without the use of film.

        * Computer chips have increased the abilities of computer,  printers and
        cameras,  and new  software  authorizing  equipment  such  as  Java  and
        WebMajic complement HTML in multimedia programming, thereby facilitating
        connectivity in various ways.

        * Kiosks  can now be used for a broad  range of  interactive  uses other
        than just photography.

     Power Kiosk will be placed as a customized  and turnkey  system.  The kiosk
can be  custom-designed  with graphics and licensed  image  packages to meet the
needs of individual markets.

     The Company  intents to target what it believes is the primary  markets for
the   placement   of  the  kiosks.   These   primary   markets  are   corporate,
multiple-location  businesses,  such  as fast  food  restaurants,  colleges  and
universities,  consumer retail and merchandise companies, movie and sports-based
business, themed environments,  bookstores,  shopping malls and sporting venues.
These target  locations for kiosk placement offer large  opportunities  for both
picture sales and the sale of advertising.

Status of Publicly Announced New Products and Services

     The  Stand  Alone  Interactive  Power   Entertainment   Kiosk  is  a  fully
functional,  non-networked,  digital  photo  entertainment  kiosk  that  is used
primarily at  promotional  events such as NASCAR races,  trade shows,  corporate
events and individual business locations.

     The Power Entertainment Kiosk, is a networked, fully functional, networked,
digital photo  entertainment kiosk which is used primarily by large corporations
and multi-location, national operations.

     The Power  Multi-Functional  Kiosk is a retail  kiosk  system that  enables
consumers to receive a range of Internet and  Intranet-based  products including
digital  photographs,  information,  governmental  services,  etc.,  and is used
primarily for large corporations and government agencies.

     The Power  Financial  Services  Kiosk is a retail ATM kiosk system that, in
addition to offering standard banking  transactions,  sells sports-based  themed
products such as digital photographs and memorabilia.

Competition

     The Company faces competition from large,  well-established  companies with
considerably greater financial, marketing, sales, technical resources as well as
greater name recognition than the Company.  Additionally,  many of the Company's
present and potential  competitors  have research and  development  capabilities
that may allow such  competitors to develop new and improved  products which may
compete with the Company's  products.  The Company's  products could be rendered
obsolete or made uneconomical by the development of new products,  technological
advances  affecting the cost of production,  or marketing or pricing  actions by
one or more of the  Company's  competitors.  The Company's  business,  financial
condition or results of operations could be materially adversely affected by one
or more of such  developments.  The Company expects that more  competitors  will
enter

                                   15

<PAGE>



the photo kiosks market,  resulting in even greater competition for the Company.
There can be no assurance that the Company will be able to compete  successfully
against  current  or  future  competitors  or that  competition  will not have a
material  adverse  effect on the  Company's  business,  financial  condition  or
results of operations.

     The Company  competes with many other  companies  which utilize photo kiosk
services.  Competition is intense within the entertainment  kiosk industry,  and
the Company must compete with well established  companies as well as independent
companies like itself. Some of these well established companies,  such as Global
Media,  which has the one of the largest virtual magazine  entertainment  kioks,
are therefore  able to offer their  customers an  interactive,  large network of
media, news and music on the internet, which the Company is unable to provide at
this time. Another well established competitor,  Harvest Moon, is a full service
design and production studio for interactive kiosks, and websites for the themed
entertainment industry. These and other such competitors have a broader spectrum
of themed entertainment  choices within their products and services,  as well as
internet service for their customers.  Kodak's  Entertainment  Imaging division,
Themed Entertainment, offers a self-serve photography kiosk consumers can use to
output sticker-backed  images of themselves combined with themed content.  These
competitors have a much larger name  recognition than the Company,  and have its
entertainment photo kiosk machines broadly distributed in malls, theme parks and
amusement parks.

Sources and Availability of Raw Materials

     Power Kiosk's products are manufactured from readily  available  components
including electronics, digital cameras, computers and computer chips, modems and
telecommunications  hardware,  printers and ink, monitors,  various size labels,
and bill,  coin and debit and credit card acceptors.  The Company  believes that
all raw  materials  necessary  to produce  Power  Kiosk's  products  are readily
available from numerous sources.

Dependence on Major Customers

     Presently,  the Company has few customers.  The Company will depend heavily
upon its existing  contracts,  such as that with Universal  Studios,  Ohio State
University, Mattel Canada, Inc. and Sybase. The Company will rely heavily on its
quality of  technology,  products and services,  in providing its customers with
turnkey  service and being a full service  provider to  customers.  Should Power
Kiosks obtain additional customers in the future, it is likely to depend heavily
on their business,  as it is likely to represent all or significantly all of the
Company's  source of income.  If the Company is unable to attain  this  customer
base, this may have a material adverse effect on the Company.

Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents,  copyrights and/or trademarks as appropriate.  To date, the Company has
no registered patents, copyrights or trademarks.

Governmental Regulation

     There are  currently no  governmental  regulations  in any country that the
Company must conform to.


                                    16

<PAGE>



Effect of Probable Governmental Regulation on the Business

     The Company may be subject to regulation if the Federal  government  enacts
controls  in which case the  Company  will be  required  to comply  with new and
emerging  laws,  the  interpretation  of which will be  uncertain  and  unclear.
However,  future  enactment of governmental  legislation  which would impact the
Company's business is not expected.

     However,  in foreign  countries,  the Company's products may be impacted by
legislation  that applies to photo kiosk products.  The Company expects that its
products will meet or exceed any standard imposed upon it.

     Currently there is no government  regulation of the Company's  business nor
of the  Company's  products.  However,  new laws  are  emerging  which  regulate
commerce over the internet and the way data and  information  may be transmitted
over the  Internet.  Should  the  Company  engage in  activities  involving  the
Internet in the future, it may be subject to these laws and/or regulations.

     As the Company's  products and services are available  over the Internet in
multiple states and foreign  countries,  these  jurisdictions may claim that the
Company is required to qualify to do business as a foreign  corporation  in each
such state and foreign  country.  New legislation or the application of laws and
regulations from jurisdictions in this area could have a detrimental effect upon
the Company's business.

     A governmental  body could impose sales and other taxes on the provision of
the  Company's  products and services,  which could  increase the costs of doing
business.  A number of state and local  government  officials  have asserted the
right or indicated a willingness  to impose taxes on  Internet-related  services
and commerce,  including sales, use and access taxes; however, no such laws have
become  effective to date. The Company  cannot  accurately  predict  whether the
imposition  of any such  taxes  would  materially  increase  its  costs of doing
business or limit the services  which it  provides,  since it may be possible to
pass on some of these costs to the consumer and continue to remain competitive.

     If,  as the law in this area  develops,  the  Company  becomes  liable  for
information  carried on, stored on, or disseminated  through its website, it may
be  necessary  for the Company to take steps to reduce its exposure to this type
of liability through  alterations in its equipment,  insurance or other methods.
This may  require  the  Company  to spend  significant  amounts of money for new
equipment or premiums and may also require it to discontinue offering certain of
its products or services.

     Due to the increasing  popularity  and use of the Internet,  it is possible
that  additional  laws  and  regulations  may be  adopted  with  respect  to the
Internet,  covering issues such as content,  privacy, access to adult content by
minors, pricing, bulk e-mail (spam), encryption standards,  consumer protection,
electronic  commerce,  taxation,  copyright  infringement and other intellectual
property  issues.  L.L.  Brown cannot  predict the impact,  if any,  that future
regulatory changes or developments may have on the Company's business, financial
condition, or results of operation.


                                  17

<PAGE>



Cost of Research and Development

     For fiscal year 1999 the Company  expended  One Hundred  Forty One Thousand
Two Hundred Ninety Nine dollars ($141,299) and for fiscal year 2000, the Company
expended  Four  Hundred  Thirty Six Thousand  Four  Hundred  Seventy One dollars
($436,471) on research and development  efforts.  At the current time, the costs
associates with research and  development  are bourne  primarily by the Company,
and  secondarily  from  additional  debt  financing.  The costs  associated with
research and  development  are  currently  not bourne  directly by the customer,
however there is no guarantee that such costs will not be bourne by customers in
the future  and, at the current  time,  the Company  does not know the extent to
which such costs will be bourne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control,  including the  Occupational  Safety and Health Act, the  Environmental
Protection Act, and Toxic  Substance  Control Act. The Company is unaware of any
bills  currently  pending in Congress which could change the application of such
laws so that they would affect the Company.

Employees and Consultants

     At October 31, 2000, the Company employed eight (8) persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate its needs.

     In  February  2000,  the  Company,  PPK and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were  elected to serve on the Board.  The Board
subsequently appointed Ronald 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 an amendment to its Articles of Incorporation changing the
name of the Company from Alternate Achievements,  Inc. to Power Kiosks, Inc. See
Part I, Item 6.  "Management's  Discussion  and  Analysis or Plan of Operation -
Stockholder's  Equity;  Part III, Item 10.  "Executive  Compensation  - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".


                                     18

<PAGE>



     In July 2000, the Company entered into an employment  agreement with Ronald
Terry Cooke, to employ him as President and CEO of the Company.  The term of the
agreement is for a period of five (5) years, beginning July 1, 2000. Mr. Cooke's
initial basic compensation is One Hundred and Twenty Thousand dollars ($120,000)
per year.  Such salary will be reviewed as appropriate by the Board of Directors
of the Company and may be increased in the Board's  sole  discretion  based upon
performance.  Mr.  Cooke  received a signing  bonus of two  hundred  twenty five
thousand (225,000) restricted shares of the Company's Common Stock, as well as a
Seventy Five Thousand dollar ($75,000) bonus.  Under the terms of the employment
agreement,  Mr.  Cooke has the option to  purchase  up to a total of one hundred
thousand  (100,000)  shares of the Company's  restricted  Common Stock annually,
which options are  exercisable at a price of $1.00 per share.  The stock options
will begin to vest at the end of the employment  year commencing on July 1, 2000
and each  employment year  thereafter.  Mr. Cooke will have five (5) years after
the shares are vested to exercise the options. See Part III, Item 10. "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

     In July 2000, the Company  entered into an employment  agreement with Allan
Turowetz,  to  employ  him as Vice  President  of the  Company.  The term of the
agreement is for a period of five (5) years, beginning July 2000. Mr. Turowetz's
initial basic  compensation is One Hundred Thousand dollars ($100,000) per year.
Such salary will be reviewed as appropriate by the Board and may be increased in
the Board's sole discretion  based upon  performance.  Mr.  Turowetz  received a
signing bonus of one hundred and five thousand (105,000) shares of the Company's
Common Stock, which was registered pursuant to a Registration Statement filed on
Form S-8 in August 2000,  as well as a Seventy Five  Thousand  dollar  ($75,000)
bonus. Under the terms of the employment agreement,  Mr. Turowetz has the option
to purchase up to a total of 100,000 shares of the Company's  restricted  Common
Stock annually, which options are exercisable at a price of $1.00 per share. The
stock options will begin to vest at the end of the employment year commencing on
July 1, 2000 and each  employment year  thereafter.  Mr. Turowetz will have five
(5) years after the shares are vested to  exercise  the  options.  See Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     In August 2000, the Company filed a Registration  Statement on Form S-8 for
the purpose of registering the Company's Year 2000 Consultant Stock Compensation
Plan.  Pursuant to such plan,  the Company  issued  105,000 shares of its Common
Stock to Allan Turowetz,  the Company's current Vice-President and Director. See
Part III, Item 10. "Executive Compensation - Employee Contracts and Agreements";
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In August 2000, the Company issued 120,000 shares of its restricted  Common
Stock to Team Power  Enterprises  Incorporated,  which is beneficially  owned by
both Ronald Terry Cooke, the Company's  current President and Chairman and Allan
Turowetz,  the Company's current  Vice-President  and Director as full and final
repayment of a loan by TPE to PPK. For such  offering,  the Company  relied upon
the 506 Exemption and no state exemption,  as TPE is located in Canada. See Part
III, Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part
III, Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
and Part III, Item 12. "Certain Relationships and Related Transactions".


                                    19

<PAGE>


     In September 2000, the Company's Board of Directors increased the number of
director  positions from two (2) to four (4) and appointed June  Nichols-Sweeney
and Jean Beliveau to fill the vacancies  created  thereby until the next meeting
of the  shareholders.  The Company  approved the issuance of 100,000 and 200,000
shares of its Common  Stock to them  respectively,  although the shares were not
actually  issued until November 2000. The Company also granted the new directors
warrants to purchase an additional  100,000 shares each,  exercisable at a price
of $1.00 per share for a period of three (3) years. Ms. Sweeney may exercise the
right to purchase a maximum of 25,000 shares every quarter, whereas Mr. Beliveau
has the same right beginning May 1, 2001. For such offering,  the Company relied
on the 506 Exemption and Section 10-5-9 of the Georgia Code. No state  exemption
was required for the issuance to Jean  Beliveau,  as he is a Canadian  resident.
See  Part  III,  Item 10.  "Executive  Compensation  -  Employee  Contracts  and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     In November 2000,  the Company filed a  Registration  Statement on Form S-8
for its Year 2000  Supplemental  Employee/Consultant  Stock  Compensation  Plan.
Since that time,  60,000 shares of the  Company's  Common Stock have been issued
each to Ronald Terry Cooke, the Company's  current President and Chairman and to
Allan  Turowetz,  the Company's  current  Vice-President  and Director.  580,000
shares registered pursuant to such Registration Statement have yet to be issued.
See  Part  III,  Item 10.  "Executive  Compensation  -  Employee  Contracts  and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

Item 2. Description of Property

     Its  executive  offices  are  presently  located  at 181  Whitehall  Drive,
Markham, Ontario, Canada L3R 9T1. Its telephone number is (905) 948-9600 and its
facsimile number is (905) 948-8377.

     In June  1998,  Team Power  Enterprises,  Inc.,  as tenant,  signed a Lease
Agreement with Bruce N. Huntley  Contracting  Limited,  as landlord.  Team Power
Enterprises,  Inc. is  beneficially  owned by Ronald Terry Cooke,  the Company's
President and Chairman,  and Allan  Turowetz,  the Company's  Vice President and
Director.  The lease is for the property located at 181 Whitehall Drive, Unit 1,
in Markham, Ontario, which serves as the Company's headquarters.  The lease term
began July 1998 and is for a period of five (5) years.  The rents to be paid are
as  follows:  From July 1,  1998  through  June 30,  1999 the  rental  amount is
$9,235.41 monthly;  from July 1, 1999 through June 30, 2000 the rental amount is
$10,075  monthly;  and from July 1, 2001 through June 30, 2003 the rental amount
is $10,914.58 monthly. See Part III, Item 12. "Certain Relationships and Related
Transactions".

     The Company owns no real  property and its  personal  property  consists of
furniture, fixtures and equipment.

Item 3.      Legal Proceedings

     No legal  proceedings  have been initiated either by or against the Company
to date.

Item 4.       Submission of Matters to a Vote of Security Holders


                                     20

<PAGE>



     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation  of proxies or otherwise  from the Company's  inception to the
close of the 2000 fiscal year ended July 31, 2000, covered by this report.

Item 5.       Market for Common Equity and Related Stockholder Matters.

       a)    Market Information.

     The Common Stock of the Company currently is quoted on the Over the Counter
Bulletin Board and has been since the National Association of Securities Dealers
approved  quotation of the Company's  Common Stock on July 20, 2000. The Company
trades  under  the  symbol  "PWKK."  The high and low bid  information  for each
quarter since July 20, 2000 to the present are as follows:

Quarter                          High Bid     Low Bid
------------------------       -----------  -----------
July 1 - Sept. 30, 2000        7.37               5.45
Oct. 1 - Dec. 31, 2000         7.00               3.87

     Please note that  over-the-counter  market  quotations  have been  provided
herein.  The quotations  reflect  inter- dealer  prices,  without retail markup,
mark-down or commission and may not represent actual transactions.

     In February 2000, the Company  effected a forward split of its Common Stock
at a rate of 2.78 to 1, for  holders  of  record  on  February  22,  2000,  with
distribution effective March 1, 2000.

(b)    Holders.

     As of  November  7, 2000 the  Company  had sixty six (66)  shareholders  of
record of its 6,088,483  outstanding shares of Common Stock,  4,698,483 of which
are restricted Rule 144 shares and 1,390,000 of which are free- trading.  Of the
Rule 144 shares,  no shares have been held by affiliates of the Company for more
than one (1) year.

(c)    Dividends.

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6.    Management's Discussion and Analysis or Plan of Operation

     The Company was originally  incorporated as Global Corporate Quality,  Inc.
on September  9, 1994.  The Company  subsequently  changed its name to Alternate
Achievements,  Inc.  on October 1, 1999.  Originally,  the Company was formed to
engage in the marketing and  distribution  of training  programs and seminars to
corporate level executives on various  management  issues. The Company failed in
its attempt to implement  its initial  business plan and during  September  1995
abandoned  its efforts.  The Company had no  operations  for the period prior to
September  1995.  The Company was inactive and there were no  transactions  from
September 1995 to February

                                     21

<PAGE>



2000, when the Company, Power Photo Enterprises,  Inc. n/k/a Power Photo Kiosks,
a Canadian  corporation  and the  individual  holders of all of the  outstanding
capital  stock of PPK  consummated  a reverse  acquisition  pursuant  to a share
exchange agreement.

     Currently,  the Company is a provider of a  network-based,  digital imaging
kiosk system that delivers a range of retail consumer products. The kiosk system
is enabled by leading-edge  technology in the areas of digital imaging software,
delivery hardware and e-commerce network capabilities.

     It is the Company's intention to (i) to market its networked and standalone
kiosk products; (ii) to research and further develop its new products; and (iii)
to continue to improve Power Kiosk products and services.

     The Company was still in the development stage until February 2000 when the
share exchange took place between Power Photo Enterprises and the Company and is
still  emerging  from that stage.  During the year 2000,  the Company  generated
revenues in the amount of $0.00. Since inception (May 13, 1998) through July 31,
2000, the Company has generated  cumulative losses of approximately  $7,494,476.
Due to the Company's  limited  operating  history and limited  resources,  among
other  factors,  there can be no assurance  that  profitability  or  significant
revenues on a quarterly or annual basis will occur in the future.

     Since  entering  into   negotiations  and  contracts  with  its  first  few
customers,  the Company has begun to make  preparations  for a period of growth,
which may require it to significantly increase the scale of its operations. This
increase will include the hiring of additional personnel in all functional areas
and will result in  significantly  higher  operating  expenses.  The increase in
operating  expenses  is  expected  to be matched  by a  concurrent  increase  in
revenues. However, the Company's net loss may continue even if revenues increase
and  operating  expenses  may  still  continue  to  increase.  Expansion  of the
Company's operations may cause a significant strain on the Company's management,
financial and other  resources.  The Company's  ability to manage recent and any
possible  future  growth,  should  it  occur,  will  depend  upon a  significant
expansion  of its  accounting  and other  internal  management  systems  and the
implementation  and subsequent  improvement of a variety of systems,  procedures
and controls. There can be no assurance that significant problems in these areas
will not occur. Any failure to expand these areas and implement and improve such
systems,  procedures  and controls in an efficient  manner at a pace  consistent
with  the  Company's  business  could  have a  material  adverse  effect  on the
Company's business,  financial condition and results of operations.  As a result
of  such  expected  expansion  and the  anticipated  increase  in its  operating
expenses,  as well as the difficulty in forecasting  revenue levels, the Company
expects to continue to  experience  significant  fluctuations  in its  revenues,
costs and gross margins, and therefore its results of operations.

Results of Operations - Full Fiscal Years - July 31, 1999 and July 31, 2000

Revenues

     Revenues  for the twelve (12) month  period  ended July 31, 2000 were $0.00
and for the twelve month period ended July 31, 1999 were $0.00.


                                   22

<PAGE>


Operating Expenses

     Operating  Expenses  for the twelve (12) months  period ended July 31, 2000
were $4,265,889 versus $943,917 for the twelve (12) months period ended July 31,
1999. Net loss was $6,230,796 and $1,234,708 respectively.

Assets and Liabilities

     Total assets were $597,327 as of July 31, 2000, and $481,551 as of July 31,
1999. As of July 31, 1999, assets consisted primarily of inventories. As of July
31, 2000, assets consisted primarily of property and equipment. Liabilities were
$3,233,009 and $972,926 as of July 31, 2000 and July 31, 1999  respectively.  As
of July 31, 2000, liabilities consisted primarily of a loan payable.

Stockholders' Equity

     Stockholders' equity was ($2,635,682) as of July 31, 2000 and ($491,375) as
of July 31, 1999. The Company had 5,375,084 and 1,390,000 shares of Common Stock
issued and outstanding at July 31, 2000 and 1999, respectively.

     In  February  2000,  the  Company,  PPK and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were  elected to serve on the Board.  The Board
subsequently appointed Ronald 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 an amendment to its Articles of Incorporation changing the
name of the Company from Alternate Achievements,  Inc. to Power Kiosks, Inc. See
Part III, Item 10. "Executive Compensation - Employee Contracts and Agreements";
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".


Financial Condition, Liquidity and Capital Resources

     At July 31, 2000 the Company had cash of $0.00 as compared to $0.00 at July
31, 1999.

     In June 2000, the Company  executed a promissory note in favor of TK in the
principal amount of two hundred fifty thousand dollars ($250,000).  The loan had
a maturity date of August 31, 2000. In November 2000, both parties orally agreed
to convert all  outstanding  principal and interest  into 250,000  shares of the
restricted  Common Stock of the Company,  although actual  conversion has yet to
take place and the agreement to convert has yet to be

                                   23

<PAGE>



memorialized.  For such offering, the Company relied upon the 506 Exemption.  No
state  exemption was necessary  because the investor is a foreign entity located
in Canada.  See Part III,  Item 11.  "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

     In October 2000, the Company  executed a promissory  note in favor of TK in
the principal amount of $110,000.  The Company actually  received  $100,000,  as
$10,000 was deducted as an agent fee.  The note bears  interest at a rate of ten
percent  (10%) per annum and is for a term of one (1) year.  For such  offering,
the Company  relied upon the 506  Exemption.  No state  exemption  was necessary
because the investor is a foreign entity  located in Canada.  See Part III, Item
11. "Security  Ownership of Certain Beneficial Owners and Management";  and Part
III, Item 12. "Certain Relationships and Related Transactions".

     The Company may raise  additional  capital  through  private  and/or public
sales of securities in the future but has no definite commitments at this time.

Forward-Looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital  expenditures  (including the amount and nature thereof),  demand
for the Company's  products and services,  expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

Item 7.       Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated in their  reports by KPMG,  LLP and have been  prepared in  accordance
with generally accepted accounting  principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange  Commission and are included  herein,
on Page F-1 hereof in response to Part F/S of this Form 10-KSB.




                                      24


<PAGE>


                          Independent Auditors' Report

To the Board of Directors and Stockholders of Power Kiosks, Inc.

We have audited the  accompanying  consolidated  balance sheets of Power Kiosks,
Inc. (formerly Alternate Achievements, Inc.) (A Development Stage Enterprise) as
at  July  31,  1999  and  2000  and  the  related   statements  of   operations,
comprehensive loss,  stockholders' deficiency and cash flows for the period from
May 13,  1998  (inception)  to July 31,  1998 and years  ended July 31, 1999 and
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States.  Those standards require that we plan and perform an audit
to obtain  reasonable  assurance  whether the financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  these  consolidated  financial  statements  referred  to above
present fairly, in all material respects,  the financial position of the Company
as at July 31,  1999 and 2000 and the  results  of its  operations  and its cash
flows for the period and years then ended in conformity with generally  accepted
accounting principles in the United States.

Under date of May 3, 2000, we expressed an unqualified  opinion on the Company's
consolidated  financial  statements  as at July 31,  1999 and for the year  then
ended. As discussed in note 2, subsequent to May 3, 2000,  material  adjustments
have been reflected in the attached revised consolidated financial statements as
at July 31, 1999 and for the year then ended.  Because of the material effect of
these adjustments, we hereby withdraw our report dated May 3, 2000.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada
September 29, 2000

                                      F-1

<PAGE>



<TABLE>
<CAPTION>
Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
(A Development Stage Enterprise)

Consolidated Balance Sheets
(in U.S. dollars)

July 31, 1999 and 2000

-------------------------------------------------------- -------------------- ----------------
                                                                    1999                 2000
-------------------------------------------------------- -------------------- ----------------
                                                              (Restated)
Assets
<S>                                                      <C>                  <C>
Current assets:
     Investment tax credits receivable                   $        33,194      $        33,625
     Inventories (note 5)                                        342,944               40,965
     Miscellaneous receivable                                     26,347                1,528
     Prepaid expenses                                             13,450               42,190
     Deferred financing costs                                     58,753                    -
-------------------------------------------------------- -------------------- ----------------
     Total current assets                                        474,688              118,308

Property and equipment (note 6)                                    6,863              479,019

-------------------------------------------------------- -------------------- ----------------
Total assets                                             $       481,551      $       597,327
-------------------------------------------------------- -------------------- ----------------

Liabilities and Stockholders' Deficiency

Current liabilities:
     Bank indebtedness                                   $        20,451      $        46,576
     Accounts payable                                             54,638              120,382
     Accrued liabilities                                          67,741              351,097
     Accrued salaries payable                                          -              148,890
     Accrued financing costs payable                                   -            1,012,500
     Loans payable (note 7)                                      663,878            1,377,942
     Due to shareholders (note 8)                                166,218              135,272
     Convertible notes (note 9)                                        -               40,350
-------------------------------------------------------- -------------------- ----------------
     Total current liabilities                                   972,926            3,233,009

Stockholders' deficiency:
     Capital stock (note 10):
         Authorized:
              50,000,000 $0.0001 par value common shares
                (1999 - 10,000,000)
              10,000,000 preferred shares (1999 - nil)
         Issued and outstanding:
              5,375,084 common shares (1999 - 1,390,000)             139                  538
              Nil preferred shares (1999 - nil)                        -                    -
     Contributed surplus                                         793,076            9,234,291
     Additional paid-in capital                                        -
     Deferred stock-based compensation                                 -           (4,388,125)
     Accumulated other comprehensive income (loss)               (20,910)              12,090
     Deficit accumulated during the development stage         (1,263,680)          (7,494,476)
-------------------------------------------------------- -------------------- ----------------
     Total stockholders' deficiency                             (491,375)          (2,635,682)

Going concern (note 1(b))
Commitments (note 16)
Subsequent events (note 17)

-------------------------------------------------------- -------------------- ----------------
Total liabilities and stockholders' deficiency           $       481,551      $       597,327
-------------------------------------------------------- -------------------- ----------------
</TABLE>

                     See accompanying notes to consolidated
                             financial statements.
                                       F-2


<PAGE>


<TABLE>
<CAPTION>
Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
(A Development Stage Enterprise)

Consolidated Statements of Operations
(in U.S. dollars)

Period from May 13, 1998  (inception)  to July 31, 1998 and years ended July 31,
1999 and 2000

--------------------------------------------------------- -------------------------------------------
                                            Period from                                 Period from
                                           May 13, 1998                               May 13, 1998
                                         (inception) to     Years ended July 31,     (inception) to
                                          July 31, 1998     1999       2000          July 31, 2000
----------------------------------------- --------------- ----------  -------------  ---------------
                                             (Restated)
<S>                                       <C>             <C>         <C>            <C>
Expenses:
     Sales and marketing                     $    3,436   $  323,017  $     595,443  $     921,896
     Research and development                    25,536      141,299        436,471        603,306
     General and administrative                       -      479,601      3,233,975      3,713,576
----------------------------------------- --------------- ----------- -------------  ---------------

Loss from operations                             28,972      943,917      4,265,889      5,238,778

Financing costs                                       -            -      1,793,165      1,793,165

Interest expense                                      -      290,791        171,742        462,533
----------------------------------------- --------------- ----------- -------------  ---------------

Loss before provision for income taxes           28,972    1,234,708      6,230,796      7,494,476

Provision for income  taxes                           -            -              -              -

----------------------------------------- --------------- ----------- -------------  ---------------
Loss for the period                          $   28,972   $1,234,708  $   6,230,796  $   7,494,476
----------------------------------------- --------------- ----------- -------------  ---------------

Basic and diluted loss
   per common share                          $        -   $     0.41  $     1.73

----------------------------------------- --------------- ----------- -------------  ---------------

Shares used in computing basic and
   diluted loss per common share              2,995,000    2,995,000     3,595,000
----------------------------------------- --------------- ----------- -------------  ---------------
</TABLE>


                      See accompanying notes to consolidated
                             financial statements.
                                       F-3



<PAGE>

<TABLE>
<CAPTION>
Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
(A Development Stage Enterprise)

Consolidated Statements of Comprehensive Loss
(in U.S. dollars)

Period from May 13, 1998  (inception)  to July 31, 1998 and years ended July 31,
1999 and 2000

---------------------------------------------------------------------------------    ---------------
                                        Period from                                  Period from
                                        May 13, 1998                                 May 13, 1998
                                        (inception) to    Years ended July 31,       (inception) to
                                        July 31, 1998   1999                2000     July 31, 2000
-------------------------------------   -------------  --------------------------    ---------------
                                         (Restated)
<S>                                     <C>            <C>            <C>            <C>
Loss for the period                     $   (28,972)   $ (1,234,708)  $(6,230,796)   $   (7,494,476)

Other comprehensive income (loss):
     Currency translation adjustment            880         (21,790)       33,000           12,090

-------------------------------------   -------------  ---------------------------   ---------------
Comprehensive loss                      $   (28,092)   $ (1,256,498)  $(6,197,796)   $   (7,482,386)
-------------------------------------   -------------  ---------------------------   ---------------
</TABLE>


                     See accompanying notes to consolidated
                             financial statements.
                                       F-4
<PAGE>


<TABLE>
<CAPTION>
Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
(A Development Stage Enterprise)

Consolidated Statements of Stockholders' Deficiency
(in U.S. dollars)

Period from May 13, 1998  (inception)  to July 31, 1998 and years ended July 31,
1999 and 2000

--------------------------------------  --------------------------------------------------------------------------------------------
                                                                                          Accumulated        Deficit
                                                                                             other       accumulated
                                                            Deferred                      comprehensive   during the      Total
                                           Common shares    stock-based    Contributed      income       development   stockholders'
                                           Number  Amount   compensation    surplus          (loss)          stage     deficiency
--------------------------------------  --------- -------   ------------   ------------   -----------    -----------  --------------
<S>                                     <C>       <C>       <C>            <C>            <C>            <C>          <C>
Issued to founders,
   May 13, 1998 (inception)             1,024,450 $   102   $          -    $       (36)  $        -     $        -   $         66
Currency translation                            -       -              -              -          880              -            880
Loss for the period                             -       -              -              -            -        (28,972)       (28,972)
--------------------------------------  --------- -------   ------------   ------------   -----------    -----------  --------------

Balances, July 31, 1998                 1,024,450     102              -            (36)         880        (28,972)       (28,026)
Deferred stock-based
   compensation (note 10(b))
   (restated)                             245,550      25       (491,434)       491,409            -              -              -
Shares issued in exchange
   for financing services (note 10(c))
   (restated)                             120,000      12              -        301,703            -              -        301,715
Amortization of deferred
   stock-based compensation
   (restated)                                   -       -        491,434              -            -              -        491,434
Currency translation
   adjustment (restated)                        -       -              -              -      (21,790)             -        (21,790)
Loss for the period (restated)                  -       -              -              -            -      (1,234,708)    (1,234,708)
--------------------------------------  --------- -------   ------------   ------------   -----------    -----------   -------------

Balances, July 31, 1999 (restated)      1,390,000     139              -        793,076      (20,910)     (1,263,680)      (491,375)
Shares issued pursuant to
   reverse acquisition (note 3)         2,995,539     300              -           (300)           -              -              -
Contributed surplus
   (note 10(d))                                 -       -              -        194,849            -              -        194,849
Deferred stock-based
   compensation
   (note 10(f), (g) and (h))              450,000      45     (7,460,236)     7,475,918            -              -         15,727
Shares issued for cash,
   net of issue costs                     539,545      54              -        770,748            -              -        770,802
Amortization of deferred
   stock-based compensation                     -       -      3,072,111              -            -              -      3,072,111
Currency translation adjustment                 -       -              -              -       33,000              -         33,000
Loss for the period                             -       -              -              -            -      (6,230,796)    (6,230,796)

--------------------------------------  --------- -------   ------------   ------------   -----------    ------------  -------------
Balances, July 31, 2000                 5,375,084 $   538   $ (4,388,125)   $ 9,234,291   $   12,090     $(7,494,476)  $ (2,635,682)
--------------------------------------  --------- -------   ------------   ------------   -----------    ------------  -------------
</TABLE>


                     See accompanying notes to consolidated
                             financial statements.
                                       F-5

<PAGE>


<TABLE>
<CAPTION>
Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows
(in U.S. dollars)

Period from May 13, 1998  (inception)  to July 31, 1998 and years ended July 31,
1999 and 2000

-------------------------------------------       -----------------------------------------------------------------
                                                  Period from                                      Period from
                                                  May 13, 1998                                     May 13, 1998
                                                  (inception) to     Years ended July 31,          (inception) to
                                                  July 31, 1998   1999                2000         July 31, 2000
-------------------------------------------       -------------- -----------------------------   ------------------
                                                  (Restated)
<S>                                               <C>             <C>            <C>             <C>
Cash flows from operating activities:
     Loss for the period                          $      (28,972) $  (1,234,708) $  (6,230,796)  $  (7,494,476)
     Items not affecting cash:
         Amortization                                          -            308         57,481          57,789
         Accretion of interest on loan payable                 -        234,513              -         234,513
         Stock-based compensation expense                      -        479,601      3,388,007       3,867,608
         Accrued interest on loan payable                      -              -        192,934         192,934
     Change in operating assets and liabilities:
         Accounts receivable                                   -              -         26,961          26,961
         Investment tax credits receivable                     -        (33,105)             -         (33,105)
         Inventories                                           -       (342,020)        18,944        (323,076)
         Miscellaneous receivable                              -        (26,276)             -         (26,276)
         Prepaid expenses                                    (68)       (13,347)       (30,401)        (43,816)
         Accounts payable                                      -         54,491         65,698         120,189
         Accrued liabilities                                   -         67,559        285,353         352,912
         Accrued salaries                                      -              -        150,408         150,408
         Accrued finance costs payable                                               1,022,817       1,022,817
         Due to shareholders                              28,971        137,651        (17,527)        149,095
----------------------------------------------    -------------- --------------- -------------   -----------------
     Net cash flows used in operating activities             (69)      (675,333)    (1,070,121)     (1,745,523)

Cash flows from financing activities:
     Issuance of common shares, net of issue costs            69              -        770,748         770,817
     Increase (decrease) in bank indebtedness                  -         20,451        (26,125)         (5,674)
     Loan proceeds                                             -        678,426        519,701       1,198,127
     Issuance of convertible notes                             -              -         40,761          40,761
----------------------------------------------    -------------- --------------- -------------     ---------------
     Cash flows from financing activities                     69        698,877      1,305,085       2,004,031

Cash flows from investing activities:
     Purchase of property and equipment                        -         (7,153)      (243,749)       (250,902)
----------------------------------------------    -------------- --------------- --------------    ---------------
     Cash flows used in investing activities                   -         (7,153)      (243,749)       (250,902)

Effect of currency translation of cash balances                -        (16,391)         8,785          (7,606)
----------------------------------------------    -------------- --------------- --------------    ---------------

Increase in cash                                               -              -              -               -

Cash, beginning of period                                      -              -              -               -

----------------------------------------------    -------------- --------------- --------------     --------------
Cash, end of period                               $            -  $           -  $           -      $        -
----------------------------------------------    -------------- --------------- --------------     --------------

Supplemental cash flow information:
     Interest paid                                $            -  $           -  $           -      $        -
     Income taxes paid                                         -              -              -               -
----------------------------------------------    -------------- --------------- --------------     --------------
</TABLE>

Supplemental cash flow disclosures (note 15):


                     See accompanying notes to consolidated
                             financial statements.
                                       F-6


<PAGE>


Power Kiosks, Inc.
(FORMERLY ALTERNATE ACHIEVEMENTS, INC.)
 (A Development Stage Enterprise)

Notes to Consolidated Financial Statements (continued)
(in U.S. dollars)

Period from May 13, 1998  (inception)  to July 31, 1998 and years ended July 31,
1999 and 2000


1.     General:


       (a) The Company:


          Power  Kiosks,  Inc.  (formerly  Alternate  Achievements,  Inc.)  (the
          "Company")  is  currently in the  development  stage.  Its  activities
          primarily  consist of the  development  and marketing of kiosk digital
          imaging systems.


           The Company's accounting principles are in accordance with accounting
principles generally accepted in the United States.


       (b) Going concern:


           The Company is in its  development  stage.  Since its inception,  the
           Company  has  incurred  significant  expenditures  on  the  research,
           development and marketing of a kiosk digital imaging system and has a
           deficit of  $7,494,476 as at July 31, 2000 (1999 -  $1,263,680).  The
           Company has not generated  revenues and management does not expect to
           commence generating  revenues until 2001. These financial  statements
           have been  prepared  on the going  concern  basis  which  assumes the
           realization  of assets and  liquidation  of liabilities in the normal
           course of business.  The Company has suffered  continuing losses from
           operations and has a net capital  deficiency  that raise  substantial
           doubt  about  its  ability  to  continue  as a going  concern.  These
           financial statements do not include any adjustments that might result
           from the outcome of this uncertainty.


           The continued  application of the going concern  concept is dependent
           on the Company's  ability to obtain adequate sources of financing and
           to achieve a level of revenue  sufficient  to support  the  Company's
           operations.  The Company is currently attempting to obtain additional
           financing  from  its  existing   shareholders   and  other  strategic
           investors  to  continue  its  operations.  However,  there  can be no
           assurance  that the Company will obtain  additional  funds from these
           sources.

                                      F-7

<PAGE>



2.     Revision and restatement of 1999 consolidated financial statements:


       On May 10, 1999, Power Photo entered into a loan agreement,  as described
       in note 7 to the  consolidated  financial  statements,  and in connection
       with the loan, Power Photo issued 245,550 common shares to the lender. As
       a result,  $240,300 of the loan proceeds,  representing the fair value of
       the 245,550  common  shares,  was  allocated to share  capital,  with the
       remainder of the proceeds  reflected as loan payable.  The calculation of
       the  accretion  of  interest  on  the  loan  payable  was  based  on  the
       anticipated  term of the loan,  being  August 1,  2000.  Power  Photo has
       determined  that the calculation of the accretion of interest should have
       been based upon the  contractual  term of the loan which expired July 30,
       1999.  In addition,  on July 27, 1999,  Power Photo issued  30,000 common
       shares to the lender in  consideration  for the extension of the maturity
       date of the loan to August  31,  1999,  which  were not  recorded  in the
       financial  statements.  The  financial  statements  have been restated to
       reflect the change in the calculation of interest  expense and to reflect
       the issuance of the shares as a deferred  financing  cost to be amortized
       over the term of the extension.


       The  impact  of  the  restatement  of  the  1999  consolidated  financial
       statements is an increased loss of $198,503, an increase in total current
       assets  and total  assets of $58,753  and an  increase  in total  current
       liabilities  of $199,038,  for the year ended July 31, 1999,  compared to
       the amount previously presented.


3.     Reverse acquisition:


       On February 23,  2000,  the Company  entered  into an  agreement  for the
       exchange of common stock with Power Photo Kiosks Inc. ("Power Photo"),  a
       Canadian  corporation.  Under the  terms of the  agreement,  the  Company
       issued  2,995,539  common  shares in  exchange  for all of the issued and
       outstanding  shares (1,000,000 common shares) of Power Photo. At the time
       of the transaction, the Company had nominal net assets.


                                      F-8


<PAGE>



3.     Reverse acquisition (continued):


       As the  former  shareholders  of Power  Photo  control  the  consolidated
       entity, the transaction has been accounted for as a reverse  acquisition,
       whereby,  notwithstanding  the legal  acquisition  of Power  Photo by the
       Company,  the transaction has been accounted for as an acquisition of the
       Company by Power Photo on February 23, 2000. The  consolidated  financial
       statements of the combined  entity are issued under the name of the legal
       parent but are considered the continuation of the financial statements of
       the legal  subsidiary,  Power Photo.  As Power Photo was deemed to be the
       acquirer for accounting purposes, its assets and liabilities are included
       in the consolidated  financial  statements at their  historical  carrying
       values. The Company has adopted the fiscal year end of Power Photo, being
       July 31. The comparative financial statements for the year ended July 31,
       1999 and the period  from May 13, 1998  (inception)  to July 31, 1998 are
       those of Power Photo.


4.     Significant accounting policies:


       (a) Principles of consolidation:


           The  consolidated  financial  statements  include the accounts of the
           Company and its wholly owned subsidiary, Power Photo. All significant
           intercompany  transactions  and  balances  have  been  eliminated  on
           consolidation.


       (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  reported  amounts  of assets and
           liabilities  and disclosure of contingent  assets and  liabilities at
           the date of the  financial  statements  and the  reported  amounts of
           expenses  during the year.  Actual  results  could  differ from those
           estimates.


       (c) Inventories:


           Inventories are valued at the lower of cost and replacement cost with
cost being determined on a first-in, first-out basis.

                                      F-9

<PAGE>



4.     Significant accounting policies (continued):


       (d) Property and equipment:


           Property  and  equipment  are  stated  at  cost,  net of  accumulated
           amortization   and  are   depreciated   over  their   useful   lives.
           Amortization is computed using the straight-line method as follows:

           Computer equipment.............................   20%
           Other equipment ...............................   10%
           Kiosk digital imaging systems..................   33%


           The Company regularly reviews the carrying values of its property and
           equipment  by  comparing  the  carrying  amount  of the  asset to the
           expected  future  cash flows to be  generated  by the  asset.  If the
           carrying value exceeds the amount  recoverable,  a write-down to fair
           market value is charged to the consolidated statements of operations.


           During the  quarter  ended July 31,  2000,  the  Company  altered its
           business  model  from the sale of kiosk  digital  imaging  systems to
           either  rent or enter  into  profit-sharing  arrangements  for  these
           systems;  accordingly, the kiosk digital imaging systems are recorded
           as property and equipment and have been  amortized  commencing May 1,
           2000, the beginning of the fourth quarter.  Previously, these systems
           were recorded as inventories.


       (e) Deferred financing costs:


           The costs of extending  the maturity  date of financing  obtained are
           deferred and amortized on a straight-line  basis over the term of the
           extension period.

                                      F-10

<PAGE>



4.     Significant accounting policies (continued):


       (f) Stock-based compensation:


           The Company has elected to follow Accounting Principles Board Opinion
           No. 25 ("APB 25"),  "Accounting  for Stock Issued to  Employees"  and
           related interpretations, in accounting for its employee stock options
           because the  alternative  fair value  accounting  provided  for under
           Financial Accounting Standards Board, Statement No. 123 ("SFAS 123"),
           "Accounting  for  Stock-Based  Compensation,"  requires use of option
           valuation  models that were not developed for use in valuing employee
           stock options.  Under APB 25,  deferred  stock-based  compensation is
           recorded  at  the  option  grant  date  in an  amount  equal  to  the
           difference  between  fair  market  value  of a common  share  and the
           exercise  price  of the  option.  Deferred  stock-based  compensation
           resulting  from employee  option grants is amortized over the vesting
           period  of the  individual  options,  in  accordance  with  Financial
           Accounting Standards Board Interpretation No. 28.


       (g) Currency translation:


           Monetary  assets and  liabilities  of the  Company  and of its wholly
           owned subsidiary,  which is an integrated foreign operation, that are
           denominated  in  foreign  currencies  are  translated  into  Canadian
           dollars  (which is considered to be the  functional  currency) at the
           exchange  rate  prevailing  at the balance  sheet date.  Non-monetary
           assets and  liabilities  are  translated at the  historical  exchange
           rate.  Transactions  included in  operations  are  translated  at the
           average rate for the period. Exchange gains and losses resulting from
           the translation of these foreign-denominated amounts are reflected in
           the consolidated  statement of operations in the period in which they
           occur. As the Company's  reporting  currency is the U.S. dollar,  the
           Company  translates  assets and  liabilities  denominated in Canadian
           dollars into U.S.  dollars at the  exchange  rate  prevailing  at the
           balance sheet date, and the results of operations at the average rate
           for the period.  Cumulative translation adjustments are included as a
           separate   component  of   stockholders'   deficiency   within  other
           comprehensive loss.

                                      F-11

<PAGE>



4.     Significant accounting policies (continued):


       (h) Research and development expenses:


           Research  costs,  other than  capital  expenditures,  are expensed as
           incurred. Development costs are expensed as incurred unless they meet
           the criteria  under  generally  accepted  accounting  principles  for
           deferral  and  amortization.  The Company has not  deferred  any such
           development costs to date. Research and development costs are reduced
           by related investment tax credits.


       (i) Investment tax credits:


           The Company is entitled to Canadian federal and provincial investment
           tax credits which are earned as a percentage of eligible  current and
           capital  research  and  development  expenditures  incurred  in  each
           taxation year. Certain investment tax credits are fully refundable to
           the  Company  until  such time as the  Company  loses its status as a
           Canadian-controlled  private corporation,  at which time,  investment
           tax credits are  available to be applied  against  future  income tax
           liabilities, subject to a 10-year carryforward period. Investment tax
           credits are accounted  for as a reduction of the related  expenditure
           for items of a current  nature and a reduction  of the related  asset
           cost for items of  long-term  nature,  provided  that the Company has
           reasonable assurance that the tax credits will be realized.


       (j) Income taxes:


           Under the asset  and  liability  method  of  Statement  of  Financial
           Accounting  Standards No. 109,  "Accounting  for Income Taxes" ("SFAS
           109"),  deferred tax assets and  liabilities  are  recognized for the
           future tax  consequences  attributable  to  differences  between  the
           financial   statement   carrying   amounts  of  existing  assets  and
           liabilities and their respective tax bases and operating loss and tax
           credit  carryforwards.   Deferred  tax  assets  and  liabilities  are
           measured  using enacted tax rates expected to apply to taxable income
           in the years in which those temporary  differences are expected to be
           recovered  or settled.  Under SFAS 109,  the effect on  deferred  tax
           assets and  liabilities of a change in tax rates is recognized in the
           statement of  operations  in the period that  includes the  enactment
           date.

                                      F-12

<PAGE>



4.     Significant accounting policies (continued):


       (k) Loss per common share:


           Loss per common  share has been  calculated  on the basis of earnings
           divided by the weighted  average number of common shares  outstanding
           during each year.


       (l) Comprehensive income:


           SFAS  No.  130,  "Reporting  Comprehensive  Income,"  issued  by  the
           Financial  Accounting  Standards  Board  establishes   standards  for
           reporting and  presentation of  comprehensive  income.  This standard
           defines   comprehensive  income  as  the  changes  in  equity  of  an
           enterprise except those resulting from shareholder transactions.


       (m) Fair values of financial assets and financial liabilities:


           The carrying values of miscellaneous  receivable,  bank indebtedness,
           accounts  payable,  accrued  liabilities,  accrued salaries  payable,
           accrued  financing costs payable and loans payable  approximate their
           fair values due to the  relatively  short  periods to maturity of the
           instruments.  The fair  value of the due to  shareholders  cannot  be
           determined due to their related party nature and terms.


       (n) Recently issued accounting pronouncements:


          In June 1998, the Financial Accounting Standard Board issued Statement
          of Financial  Accounting Standards No. 133, "Accounting for Derivative
          Instruments  and Hedging  Activities"  ("SFAS No. 133").  SFAS No. 133
          establishes  accounting and reporting  standards  requiring that every
          derivative  instrument  be recorded in the balance  sheet as either an
          asset or  liability  measured  at its fair  value.  SFAS No.  133,  as
          recently  amended,  is  effective  for the fiscal year ending July 31,
          2001. Management believes the adoption of SFAS No. 133 will not have a
          material  effect on the  Company's  financial  position  or results of
          operations.

                                      F-13

<PAGE>



4.     Significant accounting policies (continued):


           The  Securities  and  Exchange  Commission  issued  Staff  Accounting
           Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
           101"), in December 1999. SAB 101 provides  additional guidance on the
           application of existing generally accepted  accounting  principles to
           revenue  recognition  in financial  statements.  The Company does not
           expect  the  guidance  of SAB 101 to have a  material  effect  on the
           consolidated financial statements.


5.     Inventories:

--------------------------------------------------------------------------
                                              1999                 2000
--------------------------------------------------------------------------
                                        (Restated)

Finished kiosks and work in process   $    283,991         $          -
Paper                                       58,953               40,965

--------------------------------------------------------------------------
                                      $    342,944         $     40,965
--------------------------------------------------------------------------


6.     Property and equipment:

-----------------------------------------------------------------
                                      1999                 2000
-----------------------------------------------------------------
                                (Restated)

Kiosk digital imaging systems    $       -         $    527,115
Computer equipment                   1,858                3,424
Other equipment                      5,314                5,381
-----------------------------------------------------------------
                                     7,172              535,920

Less accumulated amortization          309               56,901

-----------------------------------------------------------------
                                 $   6,863         $    479,019
-----------------------------------------------------------------


       Amortization of $57,491 was recorded during the year (1999 - $308).


       The kiosk  digital  imaging  systems are  pledged as security  for a loan
payable (note 7).

                                      F-14

<PAGE>



7.     Loans payable:

-------------------------------------------------------
                           1999                 2000
-------------------------------------------------------
                     (Restated)

Loan payable       $    663,878       $      941,492
Promissory note               -              245,460
Accrued interest              -              190,990

-------------------------------------------------------
                   $    663,878       $    1,377,942
-------------------------------------------------------


       The loan payable bears interest at the following  rates:  May 10, 1999 to
       July 30,  1999 - 12% per annum;  July 30,  1999 to August 31, 1999 - $450
       per day;  subsequent  to  September  14, 1999 - $700 per day. The loan is
       secured by the kiosk digital  imaging  systems or any receivable from the
       sale of these  systems.  The original  maturity date of the loan was July
       30, 1999 and the  maturity  date was extended as described in note 10 and
       presently  has no  repayment  terms.  In  connection  with the loan,  the
       Company issued  120,000 common shares of the Company to the lender.  As a
       result, $240,300 of the loan proceeds, representing the fair value of the
       120,000  common  shares has been  allocated  to share  capital,  with the
       remainder of the proceeds reflected as loan payable.  The loan payable is
       accreted  to the  principal  amount of the loan of  $949,282  (Cdn.  $1.4
       million)  and the  accretion  is  reflected  as  interest  expense in the
       consolidated statements of operations for the year ended July 31, 1999.


       The promissory note bears interest at the rate of 10% per annum,  and was
due August 31, 2000.


8.     Due to shareholders:


       The amounts due to shareholders bear no interest and are unsecured. Terms
of repayment have not been established.


9.     Convertible notes:


       During January 2000,  the  subsidiary,  Power Photo,  issued eight units,
       each consisting of a 12% convertible note due December 31, 2000 for total
       cash proceeds of Cdn. $60,000.  Each unit is convertible at the option of
       the holder into 390 Class A common shares of Power Photo at the due date.

                                      F-15

<PAGE>



10.    Capital stock:


       (a) On  February  22,  2000,  the  Company's  shareholders  authorized  a
           2.78-for-one  stock split and 15,290,000 common shares were cancelled
           by the Company  without  consideration.  As  described in note 3, the
           Company   entered   into  a   reverse   acquisition   and   issued  3
           post-stock-split  shares of the Company for every outstanding  common
           share of Power Photo.


           All references to common  shares,  common shares  outstanding,  stock
           options and per share amounts in these financial statements have been
           restated to reflect the above transactions on a retroactive basis.


       (b) In May 1999,  the Company issued 245,550 common shares of the Company
           to an officer and shareholder for nominal consideration.  The Company
           recorded  stock-based  compensation  of  $491,434,  representing  the
           difference  between the fair value of the common shares and the issue
           price.


       (c) On July 27, 1999,  the Company  issued  30,000  common  shares to its
           lender in consideration for the extension of the maturity date of the
           loan  described in note 7 from July 30, 1999 to August 31, 1999.  The
           fair  value of the  shares  issued  has been  recorded  as a deferred
           financing  cost  which is  amortized  over the term of the  extension
           period.


       (d) On September 14, 1999, two senior  officers and  shareholders  of the
           Company  transferred  title to 90,000 common shares of the Company to
           the lender of the Company in  consideration  for the extension of the
           maturity date of the loan described in note 7 from August 31, 1999 to
           December 17, 1999. The fair value of the shares  transferred has been
           recorded  as  contributed  surplus and as a deferred  financing  cost
           which is amortized over the term of the extension period.

                                      F-16

<PAGE>



10.    Capital stock (continued):


       (e) On January 12, 2000, a senior officer and  shareholder of the Company
           transferred  title to  45,000  common  shares of the  Company  to the
           lender of the Company in consideration  for the indefinite  extension
           of the maturity date of the loan  described in note 7. The fair value
           of the shares  transferred  has been recorded as contributed  surplus
           and a financing cost.


       (f) On February 24, 2000,  the Company  issued  350,000 common shares for
           proceeds of $300,000,  net of issue costs of $50,000.  In  connection
           with the share  issuance,  warrants  were  issued to acquire  300,000
           common shares exercisable at a price of $0.01 per share. The warrants
           expire  February  24,  2003.  Deferred  stock-based  compensation  of
           $525,000 has been recorded,  representing the difference between fair
           value and the proceeds received.


       (g) During  July 2000,  the Company  issued  120,000  common  shares to a
           company  controlled by two senior  officers and  shareholders  of the
           Company as repayment of a loan payable of $15,727.  Accordingly,  the
           Company  has   recorded   stock-based   compensation   of   $639,955,
           representing  the  difference  between  the fair  value of the common
           shares and that of the loan payable.


       (h) During July 2000, two senior officers and shareholders of the Company
           were awarded 330,000 shares of the Company upon signing of employment
           contracts. The terms of the employment contracts expire in June 2005.
           Accordingly,  the Company has recorded  stock-based  compensation  of
           $1,832,781, representing the difference between the fair value of the
           shares and the consideration received. In addition, during July 2000,
           the Company  granted  options to these officers to acquire  1,000,000
           common  shares of the  Company  with an  exercise  price of $1.00 per
           share  vesting 20% per year.  Deferred  stock-based  compensation  of
           $4,462,500 has been recorded, representing the difference between the
           fair value of the shares and the exercise price of the options. There
           were no other options issued during the year.

                                      F-16

<PAGE>



10.    Capital stock (continued):


           The weighted average grant date fair value of options  outstanding at
July 31, 2000 was $5.46 per share.


           The following options were outstanding as at July 31, 2000:

--------------------------------------------------------------------------------
                  Options outstanding                    Options exercisable
                                          Weighted
                                           average
                             Weighted    remaining                      Weighted
                              average  contractual                       average
                   Number    exercise         life    Exercisable       exercise
              outstanding       price       (year)        options          price
--------------------------------------------------------------------------------

Common shares   1,000,000   $    1.00            8   $          -   $          -
--------------------------------------------------------------------------------


           For  purposes  of  computing  pro forma  loss and loss per share that
           would have resulted if the Company had accounted for its stock option
           awards  under  the fair  value  recognition  provision  of SFAS  123,
           "Accounting  for  Stock-Based  Compensation,"  the fair value of each
           option  grant is  estimated on the date of grant using the fair value
           method with the following assumptions:

-------------------------------------------------------------

Volatility                      150%
Risk-free interest rate        5.86%
Dividend yield                     -
Expected life (years)              8

-------------------------------------------------------------

                                      F-17


<PAGE>



10.    Capital stock (continued):


           The table  below sets out the pro forma  amounts of loss and loss per
           share that would have  resulted if the Company had  accounted for its
           stock options under the fair value recognition provisions of SFAS No.
           123.

--------------------------------------------------------------------------------
                                 Period from
                                May 13, 1998
                              (inception) to             Years ended July 31,
                               July 31, 1998           1999               2000
--------------------------------------------------------------------------------
                                                    (Restated)

Loss for the period:
     As reported                $     28,972      $  1,234,708     $  6,230,796
     Pro forma                        28,972         1,234,708        6,244,796
--------------------------------------------------------------------------------

Basic loss per common share:
     As reported                $          -      $       0.41     $       1.73
     Pro forma                             -              0.41             1.74
--------------------------------------------------------------------------------



                                      F-18

<PAGE>




11.    Provision for income taxes:


       The  provision  for income  taxes  differs  from the amount  computed  by
       applying  the  statutory  income tax rate to loss  before  provision  for
       income  taxes.  The  sources and tax  effects of the  differences  are as
       follows:

--------------------------------------------------------------------------------
                                                      1999              2000
--------------------------------------------------------------------------------
                                                    (Restated)

Basic rate applied to loss before provision
  for income taxes                                 $ (538,333)     $(2,616,000)
Adjustments resulting from:
    Stock-based compensation not deducted for tax     206,228        1,195,000
    Non-deductible interest and financing costs       102,524          752,000
    Other                                              (1,048)         (10,000)
Change in valuation allowance                         230,629          679,000

--------------------------------------------------------------------------------
Provision for income taxes                         $        -      $         -
--------------------------------------------------------------------------------


       Significant  components  of the  Company's  deferred  tax  assets  are as
follows:

--------------------------------------------------------------------------------
                                                  1999                 2000
--------------------------------------------------------------------------------
                                            (Restated)
Deferred tax asset:
    Benefit of net operating losses
       carried forward                   $     243,087        $     900,000
    Amortization                                     -               22,000

--------------------------------------------------------------------------------

Deferred tax asset                       $     243,087        $     922,000
Less valuation allowance                       243,087              922,000

--------------------------------------------------------------------------------
                                         $           -        $           -
--------------------------------------------------------------------------------


                                      F-19

<PAGE>



11.    Provision for income taxes (continued):


       In  assessing  the  realizability  of  deferred  tax  assets,  management
       considers  whether it is more likely than not that some portion or all of
       the deferred tax assets will not be realized. The ultimate realization of
       deferred tax assets is dependent  upon the  generation of future  taxable
       income  during the periods in which those  temporary  differences  become
       deductible.   Management   considers  projected  future  taxable  income,
       uncertainties related to the industry in which the Company operates,  and
       tax  planning   strategies  in  making  this   assessment.   Due  to  the
       uncertainties  related to the industry in which the Company  operates and
       its history of losses,  the tax benefit of the above carried forward loss
       amounts has been completely offset by a valuation allowance.


       At July 31,  2000,  the Company  has net  operating  losses for  Canadian
       income tax purposes of approximately $1,685,000, which will expire during
       2005 to 2007.


12.    Related party transactions:


       During the year,  the Company made  payments of $26,000 (1999 - nil) to a
       corporation  owned by two senior  officers of the Company for  management
       services.


13.    Segmented information:


       The  Company  currently  operates  in one  operating  segment  being  the
       development  and marketing of kiosk digital imaging  systems.  All of the
       Company's  long-lived assets are located in Canada.  The Company does not
       have any significant concentrations of credit risk.

                                      F-20

<PAGE>



14.    Supplemental cash flow disclosures:

--------------------------------------------------------------------------------
                                       Period from
                                      May 13, 1998
                                    (inception) to
                                          July 31,          Years ended July 31,
                                              1998       1999               2000
--------------------------------------------------------------------------------
                                                        (Restated)

Deferred stock-based compensation    $     -           $ 491,434      $7,460,236
Shares issued as settlement of
  loan payable                             -               -              15,414
Inventory reclassified to property
  and equipment                            -               -             290,608

--------------------------------------------------------------------------------


15.    Loss per share:


       Due to the loss  for all the  periods  presented,  all  potential  common
       shares outstanding are considered anti-dilutive and are excluded from the
       calculation of diluted loss per common share.


16.    Commitments:


       (a) The  Company has  entered  into  various  licensing  agreements  that
           provide  for royalty  payments of between 5% and 10% of net  revenue,
           and minimum  royalty  payments  over the terms of the  agreements  as
           follows:

     --------------------------------------

           2001           $     219,000
           2002                 295,000
           2003                  20,000
           2004                   5,000

     --------------------------------------
                          $     539,000
     --------------------------------------


                                      F-21

<PAGE>



16.    Commitments (continued):


        (b)  The Company is  committed  to the  following  payments for leased
             premises:

         --------------------------------------

               2001         $      82,000
               2002                88,000
               2003                81,000

         --------------------------------------
                            $     251,000
         --------------------------------------


17.    Subsequent events:


       (a) Subsequent  to year end, the Company  issued  20,000 common shares in
           exchange for investor  consulting  services  pursuant to a consulting
           agreement expiring in February 2001.


       (b) Subsequent to year end, the Board of Directors  approved the issuance
           of  300,000  common  shares of the  Company to two  directors  of the
           Company for no  consideration  and warrants to acquire 200,000 common
           shares of the Company with an exercise price of $1.00 per share.  The
           warrants vest over a period of three years.


       (c) Subsequent to year end, the Board of Directors  approved the issuance
           of 120,000  common  shares of the Company to two senior  officers and
           directors of the Company for no consideration.

                                      F-22




<PAGE>


Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     The Company  currently uses the accounting firm of KPMG, LLP. Their address
is Youge Corporate Centre, 4120 Yonge Street, Suite 500, North York, Ontario M2P
2B8. There have been no  disagreements  on accounting  and financial  disclosure
with KPMG, LLP to date.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

       (a) Set forth below are the names, ages, positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name                           Age          Position(s) with Company

Ronald Terry Cooke              54          President and Chairman

Allan Turowetz                  52          Vice President and Director

Jean Arthur Beliveau            69          Director

June Nichols Sweeney            64          Director

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Business Experience

     Ronald Terry Cooke, age 54, is the President and Chairman of the Board. Mr.
Cooke has a Master of Business  Administration  degree from McMaster  University
and two  undergraduate  degrees  from  the  University  of  Waterloo.  He is the
co-founder of The Nack Company Ltd.,  which recently  introduced a revolutionary
and highly acclaimed new utility knife to the North American  marketplace.  From
1988 to 1997,  Mr.  Cooke was the  Executive  Vice-  President of Sony of Canada
Ltd., responsible for maximizing revenues through effective fiscal and operation
management, planning and administration.  He has also held senior positions with
Alexander  Proudfoot and the Canadian  Imperial  Bank of Commerce.  From 1967 to
1985,  he  worked  with  Shell  Canada  and  Shell  Canada  Resources,   holding
increasingly senior positions, including Senior Advisor, Business Development.


                                    25

<PAGE>



     Allan Turowetz, age 52, is the Executive Vice President and Director of the
Company. Mr. Turowetz is a corporate consulting specialist,  sociologist, author
and former professor of The Sociology of Sports at Concordia University.  He has
a Masters degree in Sociology from McGill University and an undergraduate degree
from Sir  George  Williams  University.  Over the past 15  years,  Mr.  Turowetz
provided  corporate  training and team building seminars to numerous Fortune 100
companies, including AT&T, Sony and Toshiba. From 1990 to 1997, he was President
of Team Building  Associates.  He has also had an academic career,  including 21
years as Sessional Professor of Sociology at Condordia University and 14 years a
Professor of Sociology at Dawson College.

     Jean Arthur  Beliveau,  age 69, is a Director of the Company.  Mr. Beliveau
played  centerman  for the Montreal  Canadiens for close to twenty (20) seasons,
achieving impressive statistical records that stood for many years. Mr. Beliveau
went on to a twenty two (22) year career as the Canadiens' Senior Vice President
of Corporate  Affairs.  Mr.  Beliveau is also the author of "My Life in Hockey",
the story of his career and his philosophy of winning through teamwork.

     June Nichols  Sweeney,  age 64, is a Director of the Company.  Ms.  Sweeney
currently sits on the board of American  Enterprise.com Corp. and has sat on the
boards of Georgia Certified Development Corp., and TransMillenial Resource Corp.
From  1980-1992,   Ms.  Sweeney  held  positions  with  the  US  Small  Business
Administration   (SBA),   rising  from   Special   Assistant   to  the  Regional
Administrator,  to Regional  Administrator for Region IV, and finally serving as
the Deputy Administrator  during the Bush  Administration.  Ms. Sweeney's public
service includes serving as Advisory  Committee Member to the Export-Import Bank
(1996),  Advisory  Council  Member to the National  Council of Women Advisors to
Congress  (1995-1997)  and Civic  Leader  Representative  to the  United  States
Strategic  Command (1995).  Awards include the "Power of One" Award presented by
Senator Paul Coverdale  (1998),  Presidential  Commendation and the Presidential
Quality and Management  Improvement  Award from  President  George Bush, and the
Small Business  Administrations  Administrator's  Award,  Performance Awards (10
years) and Achievement Award.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.




                                    26

<PAGE>



Item 10.     Executive Compensation



<TABLE>
<CAPTION>
<S>                      <C>     <C>               <C>            <C>           <C>             <C>        <C>         <C>
                                                   Annual                       LT
                                 Annual            Comp           Annual        Comp            LT
Name and                         Comp              Bonus          Comp          Rest            Comp        LTIP          All Other
Post                        Year Salary                ($)        Other         Stock           Options     Payouts
-----------------        ------- --------------    ----------     ---------     ------------    ----------  ----------  ------------
Ronald Terry             1998
Cooke (1) (2)            1999
(5) (7)                  2000    $120,000                                                       100,000
Allan                    1998
Turowetz (1)             1999
(3) (4) (5) (7)          2000    $100,000                                                       100,000
Jean Arthur              1998
Beliveau (6)             1999
                         2000                                                   200,000         100,000
June Nichols             1998
Sweeney (6)              1999
                         2000                                                   100,000         100,000
</TABLE>

(1) In  February  2000,  the  Company,  PPK  and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were  elected to serve on the Board.  The Board
subsequently appointed Ronald 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 an amendment to its Articles of Incorporation changing the
name of the Company from Alternate Achievements,  Inc. to Power Kiosks, Inc. See
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".


                                     27

<PAGE>



(2) In July 2000, the Company  entered into an employment  agreement with Ronald
Terry Cooke, to employ him as President and CEO of the Company.  The term of the
agreement is for a period of five (5) years, beginning July 1, 2000. Mr. Cooke's
initial basic compensation is One Hundred and Twenty Thousand dollars ($120,000)
per year.  Such salary will be reviewed as appropriate by the Board of Directors
of the Company and may be increased in the Board's  sole  discretion  based upon
performance.  Mr.  Cooke  received a signing  bonus of two  hundred  twenty five
thousand (225,000) restricted shares of the Company's Common Stock, as well as a
Seventy Five Thousand dollar ($75,000) bonus.  Under the terms of the employment
agreement,  Mr.  Cooke has the option to  purchase  up to a total of one hundred
thousand  (100,000)  shares of the Company's  restricted  Common Stock annually,
which options are  exercisable at a price of $1.00 per share.  The stock options
will begin to vest at the end of the employment  year commencing on July 1, 2000
and each  employment year  thereafter.  Mr. Cooke will have five (5) years after
the shares are vested to exercise the options.  See Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

(3) In July 2000,  the Company  entered into an employment  agreement with Allan
Turowetz,  to  employ  him as Vice  President  of the  Company.  The term of the
agreement is for a period of five (5) years, beginning July 2000. Mr. Turowetz's
initial basic  compensation is One Hundred Thousand dollars ($100,000) per year.
Such salary will be reviewed as appropriate by the Board and may be increased in
the Board's sole discretion  based upon  performance.  Mr.  Turowetz  received a
signing bonus of one hundred and five thousand (105,000) shares of the Company's
Common Stock, which was registered pursuant to a Registration Statement filed on
Form S-8 in August 2000,  as well as a Seventy Five  Thousand  dollar  ($75,000)
bonus. Under the terms of the employment agreement,  Mr. Turowetz has the option
to purchase up to a total of 100,000 shares of the Company's  restricted  Common
Stock annually, which options are exercisable at a price of $1.00 per share. The
stock options will begin to vest at the end of the employment year commencing on
July 1, 2000 and each  employment year  thereafter.  Mr. Turowetz will have five
(5) years after the shares are vested to  exercise  the  options.  See Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

(4) In August 2000, the Company filed a  Registration  Statement on Form S-8 for
the purpose of registering the Company's Year 2000 Consultant Stock Compensation
Plan.  Pursuant to such plan,  the Company  issued  105,000 shares of its Common
Stock to Allan Turowetz,  the Company's current Vice-President and Director. See
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

(5) In August 2000, the Company  issued 120,000 shares of its restricted  Common
Stock to Team Power  Enterprises  Incorporated,  which is beneficially  owned by
both Ronald Terry Cooke, the Company's  current President and Chairman and Allan
Turowetz,  the Company's current  Vice-President  and Director as full and final
repayment of a loan by TPE to PPK. For such  offering,  the Company  relied upon
the 506 Exemption and no state exemption,  as TPE is located in Canada. See Part
III, Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
and Part III, Item 12. "Certain Relationships and Related Transactions".

(6) In September 2000, the Company's Board of Directors  increased the number of
director  positions from two (2) to four (4) and appointed June  Nichols-Sweeney
and Jean Beliveau to fill the vacancies created thereby until

                                      28

<PAGE>


the next  meeting of the  shareholders.  The Company  approved  the  issuance of
100,000 and 200,000  shares of its Common Stock to them  respectively,  although
the shares were not  actually  issued  until  November  2000.  The Company  also
granted the new  directors  warrants to purchase an  additional  100,000  shares
each, exercisable at a price of $1.00 per share for a period of three (3) years.
Ms.  Sweeney may exercise the right to purchase a maximum of 25,000 shares every
quarter, whereas Mr. Beliveau has the same right beginning May 1, 2001. For such
offering,  the Company  relied on the 506  Exemption  and Section  10-5-9 of the
Georgia Code. No state exemption was required for the issuance to Jean Beliveau,
as he is a Canadian  resident.  See Part III,  Item 11.  "Security  Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".

(7) In November 2000, the Company filed a Registration Statement on Form S-8 for
its Year 2000 Supplemental  Employee/Consultant  Stock  Compensation Plan. Since
that time,  60,000 shares of the Company's Common Stock have been issued each to
Ronald Terry Cooke,  the Company's  current  President and Chairman and to Allan
Turowetz,  the Company's  current  Vice-President  and Director.  580,000 shares
registered  pursuant to such Registration  Statement have yet to be issued.  See
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11.     Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth  information  as of  November  7,  2000,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.
<TABLE>
<CAPTION>
<S>                                               <C>            <C>                              <C>

Name and Address of                               Title of         Amount and Nature of            Percent of
Beneficial Owner                                  Class             Beneficial Owner (1)              Class
------------------------------                    -----------    --------------------------        ----------
Ronald Terry Cooke (2)                            Common                    541,700 (D)              28 %
(5) (8) (11)                                      Common                  1,103,146 (I)
                                                                             60,000 (I)

Allan Turowetz           (2)                      Common                    165,000 (D)              21.8%
(6) (7) (8) (11)                                  Common                  1,103,146 (I)
                                                                             60,000 (I)

Jean Arthur Beliveau (9)                          Common                    200,000 (D)               3.3%
</TABLE>


                                           29

<PAGE>

<TABLE>
<CAPTION>
<S>                                               <C>            <C>                              <C>

June Nichols Sweeney (9)                          Common        100,000 (D)                        1.6%

Thomson Kernaghan & Co., Ltd (3)                  Common        350,000                            5.7%

Thomson Kernaghan & Co. Ltd. (4)                  Promissory    $250,000                             -
                                                  Note
Thomson Kernaghan & Co. Ltd (10)                  Promissory    $100,000                             -
                                                  Note
All Executive Officers and
Directors as a Group
[four (4) persons]                                Common        3,332,992                           54.7%
----------
</TABLE>


(1)    The  address  for  each of the  above  is c/o  Power  Kiosks,  Inc.,  181
       Whitehall  Drive,  Markham,  Ontario,  Canada L3R 9T1,  except for Thomas
       Kernaghan  & Co.  Ltd,  whose  address  is 365 Bay  Street,  10th  Floor,
       Toronto, Ontario M5H 2V2.

(2) In  February  2000,  the  Company,  PPK  and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were  elected to serve on the Board.  The Board
subsequently appointed Ronald 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 an amendment to its Articles of Incorporation changing the
name of the Company from Alternate Achievements,  Inc. to Power Kiosks, Inc. See
Part III, Item 12. "Certain Relationships and Related Transactions".

(3) In February 2000, the Company sold 350,000 shares of its Common Stock to one
(1) investor for $350,000.  The Company actually received  $300,000,  as $35,000
was  deducted  as an agent fee and  $15,000 was  deducted  for legal  fees.  The
Company  also  issued   warrants  to  purchase  an  additional   300,000  shares
exercisable  at a price of $0.01  per  share  for a period of three (3) years in
connection  with such  sale.  Both the  shares  and the  shares  underlying  the
warrants carry mandatory registration rights.

     Since February,  both parties have verbally agreed to modify the agreement,
such that 390,000  shares will be sold rather than  350,000  shares for $390,000
rather than $350,000, with the warrants and the costs remaining

                                      30

<PAGE>



the same. Although the verbal agreement has yet to be memorialized, proceeds for
the full amount has been received by the Company. For such offering, the Company
relied upon the 506  Exemption.  No state  exemption was  necessary  because the
investor is a foreign entity located in Canada.  See Part III, Item 12. "Certain
Relationships and Related Transactions".

(4) In June 2000, the Company  executed a promissory  note in favor of TK in the
principal amount of two hundred fifty thousand dollars ($250,000).  The loan had
a maturity date of August 31, 2000. In November 2000, both parties orally agreed
to convert all  outstanding  principal and interest  into 250,000  shares of the
restricted  Common Stock of the Company,  although actual  conversion has yet to
take place and the  agreement  to convert has yet to be  memorialized.  For such
offering,  the Company  relied upon the 506  Exemption.  No state  exemption was
necessary  because the investor is a foreign entity located in Canada.  See Part
III, Item 12. "Certain Relationships and Related Transactions".

(5) In July 2000, the Company  entered into an employment  agreement with Ronald
Terry Cooke, to employ him as President and CEO of the Company.  The term of the
agreement is for a period of five (5) years, beginning July 1, 2000. Mr. Cooke's
initial basic compensation is One Hundred and Twenty Thousand dollars ($120,000)
per year.  Such salary will be reviewed as appropriate by the Board of Directors
of the Company and may be increased in the Board's  sole  discretion  based upon
performance.  Mr.  Cooke  received a signing  bonus of two  hundred  twenty five
thousand (225,000) restricted shares of the Company's Common Stock, as well as a
Seventy Five Thousand dollar ($75,000) bonus.  Under the terms of the employment
agreement,  Mr.  Cooke has the option to  purchase  up to a total of one hundred
thousand  (100,000)  shares of the Company's  restricted  Common Stock annually,
which options are  exercisable at a price of $1.00 per share.  The stock options
will begin to vest at the end of the employment  year commencing on July 1, 2000
and each  employment year  thereafter.  Mr. Cooke will have five (5) years after
the shares are vested to exercise the options.  See Part III, Item 12.  "Certain
Relationships and Related Transactions".

(6) In July 2000,  the Company  entered into an employment  agreement with Allan
Turowetz,  to  employ  him as Vice  President  of the  Company.  The term of the
agreement is for a period of five (5) years, beginning July 2000. Mr. Turowetz's
initial basic  compensation is One Hundred Thousand dollars ($100,000) per year.
Such salary will be reviewed as appropriate by the Board and may be increased in
the Board's sole discretion  based upon  performance.  Mr.  Turowetz  received a
signing bonus of one hundred and five thousand (105,000) shares of the Company's
Common Stock, which was registered pursuant to a Registration Statement filed on
Form S-8 in August 2000,  as well as a Seventy Five  Thousand  dollar  ($75,000)
bonus. Under the terms of the employment agreement,  Mr. Turowetz has the option
to purchase up to a total of 100,000 shares of the Company's  restricted  Common
Stock annually, which options are exercisable at a price of $1.00 per share. The
stock options will begin to vest at the end of the employment year commencing on
July 1, 2000 and each  employment year  thereafter.  Mr. Turowetz will have five
(5) years after the shares are vested to  exercise  the  options.  See Part III,
Item 12. "Certain Relationships and Related Transactions".

(7) In August 2000, the Company filed a  Registration  Statement on Form S-8 for
the purpose of registering the Company's Year 2000 Consultant Stock Compensation
Plan.  Pursuant to such plan,  the Company  issued  105,000 shares of its Common
Stock to Allan Turowetz,  the Company's current Vice-President and Director. See
Part III, Item 12. "Certain Relationships and Related Transactions".

(8) In August 2000, the Company  issued 120,000 shares of its restricted  Common
Stock to Team Power  Enterprises  Incorporated,  which is beneficially  owned by
both Ronald Terry Cooke, the Company's current

                                      31

<PAGE>


President and Chairman and Allan Turowetz,  the Company's current Vice-President
and Director as full and final repayment of a loan by TPE to PPK. The shares are
allocated  in the  amount  of  60,000  shares  each  as an  indirect  beneficial
ownership.  For such offering,  the Company relied upon the 506 Exemption and no
state  exemption,  as TPE is located in Canada.  See Part III, Item 12. "Certain
Relationships and Related Transactions".

(9) In September 2000, the Company's Board of Directors  increased the number of
director  positions from two (2) to four (4) and appointed June  Nichols-Sweeney
and Jean Beliveau to fill the vacancies  created  thereby until the next meeting
of the  shareholders.  The Company  approved the issuance of 100,000 and 200,000
shares of its Common  Stock to them  respectively,  although the shares were not
actually  issued until November 2000. The Company also granted the new directors
warrants to purchase an additional  100,000 shares each,  exercisable at a price
of $1.00 per share for a period of three (3) years. Ms. Sweeney may exercise the
right to purchase a maximum of 25,000 shares every quarter, whereas Mr. Beliveau
has the same right beginning May 1, 2001. For such offering,  the Company relied
on the 506 Exemption and Section 10-5-9 of the Georgia Code. No state  exemption
was required for the issuance to Jean  Beliveau,  as he is a Canadian  resident.
See Part III, Item 12. "Certain Relationships and Related Transactions".

(10) In October 2000, the Company  executed a promissory  note in favor of TK in
the principal amount of $110,000.  The Company actually  received  $100,000,  as
$10,000 was deducted as an agent fee.  The note bears  interest at a rate of ten
percent  (10%) per annum and is for a term of one (1) year.  For such  offering,
the Company  relied upon the 506  Exemption.  No state  exemption  was necessary
because the investor is a foreign entity  located in Canada.  See Part III, Item
12. "Certain Relationships and Related Transactions".

(11) In November 2000,  the Company filed a  Registration  Statement on Form S-8
for its Year 2000  Supplemental  Employee/Consultant  Stock  Compensation  Plan.
Since that time,  60,000 shares of the  Company's  Common Stock have been issued
each to Ronald Terry Cooke, the Company's  current President and Chairman and to
Allan  Turowetz,  the Company's  current  Vice-President  and Director.  580,000
shares registered pursuant to such Registration Statement have yet to be issued.
See Part III, Item 12. "Certain Relationships and Related Transactions".

     There are no arrangements  which may result in the change of control of the
Company.


Item 12.     Certain Relationships and Related Transactions

     In June  1998,  Team Power  Enterprises,  Inc.,  as tenant,  signed a Lease
Agreement with Bruce N. Huntley  Contracting  Limited,  as landlord.  Team Power
Enterprises,  Inc. is  beneficially  owned by Ronald Terry Cooke,  the Company's
President and Chairman,  and Allan  Turowetz,  the Company's  Vice President and
Director.  The lease is for the property located at 181 Whitehall Drive, Unit 1,
in Markham, Ontario, which serves as the Company's headquarters.  The lease term
began July 1998 and is for a period of five (5) years.  The rents to be paid are
as  follows:  From July 1,  1998  through  June 30,  1999 the  rental  amount is
$9,235.41 monthly;  from July 1, 1999 through June 30, 2000 the rental amount is
$10,075  monthly;  and from July 1, 2001 through June 30, 2003 the rental amount
is $10,914.58 monthly.

     In January 2000, PPK, prior to its acquisition by the Company, entered into
negotiations  with Remington  regarding a share  exchange,  whereby PPK would be
acquired  in a reverse  acquisition  by  Remington  in  exchange  for  shares in
Remington.  Rhonda brokered the deal,  which was never  consummated.  Since that
time, Rhonda

                                       32

<PAGE>



has made  certain  claims to PPK  regarding  monies and time  expended  on PPK's
behalf.  In August 2000,  the Company  agreed to pay Rhonda $25,000 and to issue
Rhonda 225,000  shares of its restricted  Common Stock in exchange for a general
release in favor of both PPK and the  Company.  Although all parties have agreed
to the terms of the settlement,  it has yet to be memorialized.  The Company has
issued the 225,000 shares,  which are being held by the Company pending full and
final settlement of the matter.  For such offering,  the Company relied upon the
506 Exemption and no state exemption, as Rhonda is located in Canada.

     In  February  2000,  the  Company,  PPK and  the  Holders  consummated  the
Agreement.  Pursuant to the Agreement,  the Holders  tendered to the Company all
issued and  outstanding  shares of PPK in exchange  for  3,000,000  shares (only
2,995,539  shares were  actually  issued due to rounding) of Common Stock of the
Company.  Of the 2,995,539  shares issued,  Ronald Terry Cooke is the beneficial
owner  of  1,359,846  shares  and  Allan  Turowetz  is the  beneficial  owner of
1,103,146 shares. The reorganization was accounted for as a reverse acquisition.
For  such  offering,  the  Company  relied  upon  the  506  Exemption,   Section
451.802(19) of the Michigan Code and no state exemption for the shares issued to
Bahamian or Canadian residents.

     Simultaneously  with the  closing of the  Agreement,  the then  officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement and tendered his shares  (13,900,000) for cancellation.  1,390,000
additional  shares were also cancelled in connection with the Agreement.  Ronald
Terry Cooke and Allan  Turowetz  were  elected to serve on the Board.  The Board
subsequently appointed Ronald 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 an amendment to its Articles of Incorporation changing the
name of the Company from Alternate Achievements, Inc. to Power Kiosks, Inc.

     In February  2000,  the Company sold 350,000  shares of its Common Stock to
one (1)  investor for  $350,000.  The Company  actually  received  $300,000,  as
$35,000 was  deducted as an agent fee and $15,000 was  deducted  for legal fees.
The Company  also issued  warrants to  purchase  an  additional  300,000  shares
exercisable  at a price of $0.01  per  share  for a period of three (3) years in
connection  with such  sale.  Both the  shares  and the  shares  underlying  the
warrants carry mandatory registration rights.

     Since February,  both parties have verbally agreed to modify the agreement,
such that 390,000  shares will be sold rather than  350,000  shares for $390,000
rather  than  $350,000,  with the  warrants  and the costs  remaining  the same.
Although the verbal agreement has yet to be memorialized,  proceeds for the full
amount has been received by the Company.  For such offering,  the Company relied
upon the 506 Exemption. No state exemption was necessary because the investor is
a foreign entity located in Canada.

     Since April 2000,  the Company sold  237,924  shares of its Common Stock to
twenty five (25) investors for a total of  $594,862.27.  For such offering,  the
Company relied upon the 506 Exemption,  Section  49:3-50(b)(9) of the New Jersey
Code and  Section  211(b)  of the  Pennsylvania  Code.  No state  exemption  was
necessary for purchases by Canadian residents.

     In June 2000, the Company  executed a promissory note in favor of TK in the
principal amount of two hundred fifty thousand dollars ($250,000).  The loan had
a maturity date of August 31, 2000. In November 2000, both parties orally agreed
to convert all  outstanding  principal and interest  into 250,000  shares of the
restricted  Common Stock of the Company,  although actual  conversion has yet to
take place and the  agreement  to convert has yet to be  memorialized.  For such
offering,  the Company  relied upon the 506  Exemption.  No state  exemption was
necessary because the investor is a foreign entity located in Canada.

                                    33

<PAGE>



     In July 2000, the Company entered into an employment  agreement with Ronald
Terry Cooke, to employ him as President and CEO of the Company.  The term of the
agreement is for a period of five (5) years, beginning July 1, 2000. Mr. Cooke's
initial basic compensation is One Hundred and Twenty Thousand dollars ($120,000)
per year.  Such salary will be reviewed as appropriate by the Board of Directors
of the Company and may be increased in the Board's  sole  discretion  based upon
performance.  Mr.  Cooke  received a signing  bonus of two  hundred  twenty five
thousand (225,000) restricted shares of the Company's Common Stock, as well as a
Seventy Five Thousand dollar ($75,000) bonus.  Under the terms of the employment
agreement,  Mr.  Cooke has the option to  purchase  up to a total of one hundred
thousand  (100,000)  shares of the Company's  restricted  Common Stock annually,
which options are  exercisable at a price of $1.00 per share.  The stock options
will begin to vest at the end of the employment  year commencing on July 1, 2000
and each  employment year  thereafter.  Mr. Cooke will have five (5) years after
the shares are vested to exercise the options.

     In July 2000, the Company  entered into an employment  agreement with Allan
Turowetz,  to  employ  him as Vice  President  of the  Company.  The term of the
agreement is for a period of five (5) years, beginning July 2000. Mr. Turowetz's
initial basic  compensation is One Hundred Thousand dollars ($100,000) per year.
Such salary will be reviewed as appropriate by the Board and may be increased in
the Board's sole discretion  based upon  performance.  Mr.  Turowetz  received a
signing bonus of one hundred and five thousand (105,000) shares of the Company's
Common Stock, which was registered pursuant to a Registration Statement filed on
Form S-8 in August 2000,  as well as a Seventy Five  Thousand  dollar  ($75,000)
bonus. Under the terms of the employment agreement,  Mr. Turowetz has the option
to purchase up to a total of 100,000 shares of the Company's  restricted  Common
Stock annually, which options are exercisable at a price of $1.00 per share. The
stock options will begin to vest at the end of the employment year commencing on
July 1, 2000 and each  employment year  thereafter.  Mr. Turowetz will have five
(5) years after the shares are vested to exercise the options.

     In August 2000, the Company filed a Registration  Statement on Form S-8 for
the purpose of registering the Company's Year 2000 Consultant Stock Compensation
Plan.  Pursuant to such plan,  the Company  issued  105,000 shares of its Common
Stock to Allan Turowetz, the Company's current Vice-President and Director.

     In August 2000, the Company issued 120,000 shares of its restricted  Common
Stock to Team Power  Enterprises  Incorporated,  which is beneficially  owned by
both Ronald Terry Cooke, the Company's  current President and Chairman and Allan
Turowetz,  the Company's current  Vice-President  and Director as full and final
repayment of a loan by TPE to PPK. For such  offering,  the Company  relied upon
the 506 Exemption and no state exemption, as TPE is located in Canada.

     In September 2000, the Company's Board of Directors increased the number of
director  positions from two (2) to four (4) and appointed June  Nichols-Sweeney
and Jean Beliveau to fill the vacancies  created  thereby until the next meeting
of the  shareholders.  The Company  approved the issuance of 100,000 and 200,000
shares of its Common  Stock to them  respectively,  although the shares were not
actually  issued until November 2000. The Company also granted the new directors
warrants to purchase an additional  100,000 shares each,  exercisable at a price
of $1.00 per share for a period of three (3) years. Ms. Sweeney may exercise the
right to purchase a maximum of 25,000 shares every quarter, whereas Mr. Beliveau
has the same right beginning May 1, 2001. For such offering,  the Company relied
on the 506 Exemption and Section 10-5-9 of the Georgia Code. No state  exemption
was required for the issuance to Jean Beliveau, as he is a Canadian resident.


                                      34

<PAGE>



     In October 2000, the Company  executed a promissory  note in favor of TK in
the principal amount of $110,000.  The Company actually  received  $100,000,  as
$10,000 was deducted as an agent fee.  The note bears  interest at a rate of ten
percent  (10%) per annum and is for a term of one (1) year.  For such  offering,
the Company  relied upon the 506  Exemption.  No state  exemption  was necessary
because the investor is a foreign entity located in Canada.

     In November 2000,  the Company filed a  Registration  Statement on Form S-8
for its Year 2000  Supplemental  Employee/Consultant  Stock  Compensation  Plan.
Since that time,  60,000 shares of the  Company's  Common Stock have been issued
each to Ronald Terry Cooke, the Company's  current President and Chairman and to
Allan  Turowetz,  the Company's  current  Vice-President  and Director.  580,000
shares registered pursuant to such Registration Statement have yet to be issued.

Item 13.     Exhibits and Reports on Form 8-K.

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described  in the  following  index of  exhibits,  are  incorporated  herein  by
reference, as follows:
<TABLE>
<CAPTION>
<S>          <C>   <C>

Exhibit No.              Exhibit Name
--------------           ---------------------

3(i).1       [1]   Articles of Incorporation filed September 9, 1994.

3(i).2       [1]   Articles of Amendment filed October 1, 1999.

3(i).3       [3]   Articles of Amendment filed March 2, 2000.

3(ii).1      [1]   By-laws.

4.1          [2]   Share Exchange Agreement between the Company, Power Photo Kiosks, Inc. and the
                   shareholders of Power Photo Kiosks, Inc. dated February 23, 2000.

4.2          [5]   Loan Agreement between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated May 1999.

4.3          [5]   Loan Extension between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated July 1999.

4.4          [5]   Loan Extension between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated September
                   1999.

4.5          [5]   Common Stock Purchase Agreement with Thomson Kernaghan & Co., Ltd., as Agent dated
                   February 2000.

4.6          *     Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd. dated June 5,
                   2000.

4.7          *     Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd. dated October
                   26, 2000.

</TABLE>
                                    35

<PAGE>


<TABLE>
<CAPTION>
<S>          <C>   <C>

5.1          [6]   Opinion of Mintmire & Associates.

5.2          [8]   Opinion of Mintmire & Associates.

10.1         [5]   Revised Licensing Agreement between Power Photo Enterprises, Inc. and Licensing Resource
                   Group, Inc. dated October 1998.

10.2         [5]   Licensing Agreement between Power Photo Enterprises, Inc. and Titan Sports, Inc. dated
                   October 1998.

10.3         [5]   Master Merchandising License Agreement between Power Photo Kiosks, Inc. and Universal
                   Studios Licensing, Inc. dated September 1999.

10.4         [5]   Teaming Agreement between Power Photo Kiosks, Inc., Sybase Canada Limited, Advanced
                   Kiosk Services, Inc. and Integrated Kiosks, Inc. dated November 1999.

10.5         [5]   License Agreement between Power Photo Kiosks, Inc. and The Ohio State University dated
                   February 2000.

10.6         [5]   Manufacturing Agreement between Power Photo Kiosks, Inc. and Integrated Kiosk, Inc. dated
                   May 1999.

10.7         [6]   Power Kiosks, Inc.  Year 2000 Consultant Stock Compensation Plan

10.8         [8]   Power Kiosks, Inc. Year 2000 Supplemental Employee/Consultant Stock Compensation Plan.

10.9         *     Lease Agreement between Team Power Enterprises, Inc. and Bruce N. Huntley Contracting
                   Limted, dated July 1, 1998.

10.10        *     Financial Consulting and Services Agreement between the Company and Discovery Enterprises,
                   Inc. d/b/a Discovery Financial, Inc. dated August 23, 2000.

10.11        *     Teaming Agreement between Power Photo Kiosks, Inc. and Mattel Canada, Inc. dated
                   September 18, 2000.

10.12        *     Co-Marketing and Sponsorship Agreement between the Company, PACEL Corp. and Child
                   Watch of North America dated October 11, 2000.

10.13        *     Letter of Intent between Power Photo Kiosks, Inc. and Groome Capital. Com, Inc. dated October
                   12, 2000.

10.14        *     Employment Agreement between Power Kiosks, Inc. and Ronald Terry Cooke, dated July 2000.

10.15        *     Employment Agreement between Power Kiosks, Inc. and Allan Turowetz, dated July 2000.
</TABLE>

                                       36

<PAGE>

<TABLE>
<CAPTION>
<S>          <C>   <C>

16.1         [4]   Letter on change of certifying accountant.

16.2         [4]   Letter dated May 1, 2000 from Dorra Shaw & Dugan.

23.1         [6]   Consent of KPMG, LLP.

23.2         [6]   Consent of Mintmire & Associates (contained  in  the opinion filed as Exhibit 5.1)

23.3         [8]   Consent of KPMG, LLP.

23.4         [8]   Consent of Mintmire & Associates  (contained in the opinion filed as Exhibit 5.2).

27.1         *     Financial Data Schedule.

99.1         [4]   Board Resolution dated May 1, 2000 authorizing change in fiscal year of the Company to July 31.

99.2         [7]   The accountant's statement required by Rule 12b-25(c)
------------------------------------------------
</TABLE>

[1]    Previously filed with the Company's registration on Form 10SB.

[2] Previously filed with the Company's report on Form 8K filed March 9, 2000.

[3]  Previously  filed  with the  Company's  report on Form 10QSB for the period
ending February 29, 2000.

[4] Previously filed with the Company's report on Form 8KA1 filed May 2, 2000.

[5]  Previously  filed  with the  Company's  report on Form 10QSB for the period
ending April 30, 2000.

[6] Previously filed with the Company's Registration Statement on Form S-8 filed
August 2, 2000.

[7] Previously filed with the Company's 12b-25 NT filed on October 30, 2000.

[8] Previously filed with the Company's Registration Statement on Form S-8 filed
November 1, 2000.

*      Filed herewith

(b) The Company  filed a report on Form 8K on March 9, 2000 in  connection  with
the Company's acquisition of Power Photo Kiosks, Inc., a Canadian corporation.

The Company filed a report on Form 8KA1 on May 2, 2000  dismissing  Dorra Shaw &
Dugan and retaining KPMG, LLP as its auditors. Additionally, the Company changed
its fiscal year to July 31.

The  Company  filed a report  on Form  8KA2 on May 8,  2000  with  the  required
financial  statements  pursuant  to its first  report on Form 8K dated  March 9,
2000.


                                    37

<PAGE>



The  Company  filed a report on Form 8KA3 on October 31, 2000 for the purpose of
providing adjusted financial statements and pro forma financial  information for
Power Photo Kiosks, Inc., a Canadian corporation,  as required by Item 7 of Form
8-K.


                                     38

<PAGE>


                                                           SIGNATURES

     In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                Power Kiosks, Inc.
                                (Registrant)

Date: Nov. 10, 2000          By: /s/ Ronald Terry Cooke
                                ------------------------------------------------
                                Ronald Terry Cooke, President and Chairman

                               By: /s/ Allan Turowetz
                                ------------------------------------------------
                                Allan Turowetz, Vice President and Director

                               By: /s/ Jean Arthur Beliveau
                               -------------------------------------------------
                               Jean Arthur Beliveau, Director

                               By: /s/ June Nichols Sweeney
                               -------------------------------------------------
                               June Nichols Sweeney, Director


     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                       Title                              Date

/s/ Ronald Terry Cooke          President and Chairman             Nov. 10, 2000
-----------------------
Ronald Terry Cooke

/s/ Allan Turowetz              Vice President and Director        Nov. 10, 2000
-----------------------
Allan Turowetz

/s/ Jean Arthur Beliveau        Director                           Nov. 10, 2000
------------------------
Jean Arthur Beliveau

/s/ June Nichols Sweeney        Director                           Nov. 10, 2000
------------------------
June Nichols Sweeney


                                        39