U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended April 30, 2000

Commission file no. 0-27769

                               Power Kiosks, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer 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)

Issuer's telephone number:          (905) 948-9600

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

     Title of each class                           Name of each exchange
                                                       on which registered
         None                                                None
-----------------------------------                -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                       Donald F. Mintmire
                                       Mintmire & Associates
                                       265 Sunrise Avenue, Suite 204
                                       Palm Beach, FL 33480
                                       Tel: (561) 832-5696
                                       Fax: (561) 659-5371

<PAGE>



         Indicate by Check whether the issuer (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
                        --       --

         As of April 30, 2000, there are 4,815,539 shares of voting stock of the
registrant issued and outstanding.














<PAGE>



                                     PART I

Item 1.           Financial Statements




<TABLE>
<CAPTION>
Power Kiosks, Inc.
(A Development Stage Enterprise)

Unaudited Condensed Consolidated Balance Sheet
(in U.S. dollars)

April 30, 2000

-------------------------------------------------------------------------------- --------------------
<S>                                                                              <C>
Assets

Current assets:
     Cash                                                                        $       6,748
     Investment tax credits receivable                                                  33,782
     Inventories                                                                       478,658
     Miscellaneous receivable                                                          108,303
     Prepaid expenses and deposits                                                         676
-------------------------------------------------------------------------------- --------------------
         Total current assets                                                          628,167

Property and equipment                                                                  49,427

-------------------------------------------------------------------------------- --------------------
Total assets                                                                     $     677,594
-------------------------------------------------------------------------------- --------------------

Liabilities and Shareholders' Deficiency

Current liabilities:
     Accounts payable                                                            $     102,748
     Accrued liabilities                                                               247,317
     Loan payable                                                                      945,882
-------------------------------------------------------------------------------- --------------------
     Due to shareholders                                                               190,105
     Convertible notes                                                                  40,538
         Total current liabilities                                                   1,526,590

Shareholders' deficiency (note 3):
     Capital stock                                                                         481
     Additional paid-in capital                                                      2,012,583
     Accumulated other comprehensive losses                                            (33,443)
     Deficit accumulated during the development stage                               (2,828,617)
-------------------------------------------------------------------------------- --------------------
         Total shareholders' deficiency                                               (848,996)

-------------------------------------------------------------------------------- --------------------
Total liabilities and shareholders' deficiency                                   $     677,594
-------------------------------------------------------------------------------- --------------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>
Power Kiosks, Inc.
(A Development Stage Enterprise)

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

--------------------------------------------------------------------------------------------------------------------
                                                                                                        Period
                                                                                                          from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                       -------------------------      -------------------------
                                             1999           2000            1999           2000           2000
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>             <C>           <C>            <C>
Expenses:
     Sales and marketing               $  144,810     $  209,094      $  188,748    $   656,789    $ 1,023,976
     Research and development              10,912              -         108,105          9,035        191,396
     General and administrative                 -              -               -              -        479,601
--------------------------------------------------------------------------------------------------------------------


Loss from operations                      155,722        209,094         296,853        665,824      1,694,973

Financing costs                                 -        521,780               -        775,173        775,173

Interest expense                                -         43,153               -        123,942        358,471
--------------------------------------------------------------------------------------------------------------------

Loss before provision for income taxes    155,722        774,027         296,853      1,564,939      2,828,617

Provision for income  taxes                     -              -               -              -              -

--------------------------------------------------------------------------------------------------------------------
Loss for the period                    $  155,722     $  774,027      $  296,853    $ 1,564,939    $ 2,828,617
--------------------------------------------------------------------------------------------------------------------

Basic and diluted loss per
   common share                        $   (0.06)     $   (0.18)      $   (0.11)    $    (0.45)
                                       ==========     ==========      ==========    ===========

Shares used in computing basic and
   diluted loss per common share        2,800,878      4,295,872       2,689,116      3,440,284

--------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-3


<PAGE>

<TABLE>
<CAPTION>
Power Kiosks, Inc.
(A Development Stage Enterprise)

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

--------------------------------------------------------------------------------------------------------------------
                                                                                                        Period
                                                                                                          from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                       -------------------------      -------------------------
                                             1999           2000            1999           2000           2000
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>             <C>           <C>            <C>

Loss for the period                   $  (155,722)   $  (774,027)    $  (296,853)  $ (1,564,939)  $ (2,828,617)
Other comprehensive loss:
     Currency translation adjustment      (11,021)        18,582         (12,688)       (12,531)       (33,443)

--------------------------------------------------------------------------------------------------------------------
Comprehensive loss                    $  (166,743)   $  (755,445)    $  (309,541)  $ (1,577,470)  $ (2,862,060)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4


<PAGE>

<TABLE>
<CAPTION>
Power Kiosks, Inc.
(A Development Stage Enterprise)

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

--------------------------------------------------------------------------------------------------------------------
                                                                                                        Period
                                                                                                          from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                       -------------------------      -------------------------
                                             1999           2000            1999           2000           2000
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>             <C>           <C>            <C>
Cash provided by (used in):

Operating activities:
     Loss for the period              $  (155,722)   $  (774,027)    $  (296,853)  $ (1,564,939)  $ (2,828,617)
     Item not affecting cash:
         Amortization                           -          4,123               -          9,014          9,200
         Accretion of interest
           on loan payable                      -              -               -              -        237,862
         Financing costs                        -        521,780               -        775,173        775,173
         Stock-based
           compensation
           expense                              -              -               -              -        486,450
     Change in operating
       assets and liabilities:
         Investment tax
           credits receivable              (5,774)             -          (5,692)             -        (33,577)
         Inventories                      (84,546)        10,533        (118,688)      (130,672)      (475,765)
         Miscellaneous receivable             517        (84,669)              -        (82,136)          (672)
         Prepaid expenses
           and deposit                        (67)         3,425               -         13,115       (107,650)
         Accounts payable                 130,053       (212,364)        168,068         47,516        102,127
         Accrued liabilities              (24,269)        80,651               -        179,790        245,822
         Due to shareholders              159,089        (37,157)        268,696         21,111        188,956
--------------------------------------------------------------------------------------------------------------------
     Net cash flows provided by
       (used in) operating activities      19,281       (487,705)         15,531       (732,028)    (1,400,691)

Financing activities:
     Issuance of common
       shares                                   -        500,000               -        500,000        500,069
     Increase (decrease) in bank
       indebtedness                        (5,351)        (6,747)              -        (20,451)             -
     Loan proceeds                              -              -               -        272,394        949,282
     Issuance of convertible notes              -              -               -         40,859         40,742
--------------------------------------------------------------------------------------------------------------------
     Net cash flows from financing
       activities                          (5,351)       493,253               -        792,802      1,490,093

Investing activities:
     Purchase of property
       and equipment                       (5,333)             -          (7,094)       (51,792)       (58,329)
--------------------------------------------------------------------------------------------------------------------
     Cash flows used in investing
       activities                          (5,333)             -          (7,094)       (51,792)       (58,329)

Effect of currency translation
   of cash balances                           220          1,200             380         (2,234)       (24,325)

--------------------------------------------------------------------------------------------------------------------
Increase in cash, being cash,
   end of period                      $     8,817    $     6,748     $     8,817   $      6,748   $      6,748
--------------------------------------------------------------------------------------------------------------------

Supplemental cash flow information:
     Interest paid                    $         -    $         -     $         -   $          -   $          -
     Income taxes paid                          -              -               -              -              -

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

Supplemental disclosure of non-cash financing and investing activities:
     Shares issued in connection with
       financing costs                          -        521,780               -        775,173        775,173

--------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>


Power Kiosks, Inc.
(A Development Stage Enterprise)

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

                                        6

1.     Basis of presentation:


       The  unaudited  condensed  consolidated  financial  statements  have been
       prepared by Power Kiosks,  Inc. (formerly Alternate  Achievements,  Inc.)
       (the "Company") and reflect all adjustments  (all of which are normal and
       recurring in nature)  that, in the opinion of  management,  are necessary
       for a fair presentation of the interim financial information. The results
       of  operations  for the interim  periods  presented  are not  necessarily
       indicative  of the results to be expected for the entire year ending July
       31, 2000. Certain information and footnote  disclosures normally included
       in financial  statements  prepared in accordance with generally  accepted
       accounting principles have been condensed or omitted under the Securities
       and  Exchange   Commission's  rules  and  regulations.   These  unaudited
       condensed  consolidated  financial  statements and notes included  herein
       should be read in  conjunction  with the Company's  audited  consolidated
       financial statements and notes for the year ended July 31, 1999 (note 3).


2.     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
       $2,828,617 as at April 30, 2000.  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  unaudited  condensed  consolidated  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  revenues   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.


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 3,000,000 common shares, $0.0001 par value, in



<PAGE>



3.     Reverse acquisition (continued):


       exchange  for  all  of the issued and outstanding  shares of Power Photo.
       At the time of the transaction, the Company had nominal net assets.


       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  unaudited  condensed
       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 three  month and nine  month  ended  April 30,  1999 and 2000 are
       those of Power Photo.


4.     Shareholders' equity:


       On September 14, 1999 and January 12, 2000, certain shareholders of Power
       Photo  transferred  a total  of  55,000  common  shares  to a  lender  in
       consideration  for the  extension  of the maturity  date of a loan.  This
       transaction was recorded as additional paid-in capital and as a financing
       cost of  Power  Photo  based  upon the fair  value of the  common  shares
       transferred.


       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.  These  warrants  expire of
       February  24, 2003.  A financing  cost of $521,780  has been  recorded in
       connection  with the issuance of these common  shares,  representing  the
       difference  between  the  fair  value  of the  shares  and  the  proceeds
       received.


       In April 2000, the Company issued 80,000 common shares for total proceeds
of $200,000.




<PAGE>




5.     Recent account pronouncements:


       In June  1998,  the  FASB  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, 2002.  Management  believes the adoption
       of SFAS  No. 133  will  not  have a  material  effect  on  the  Company's
       financial position or results of operations.


       The Securities and Exchange  Commission issued Staff Accounting  Bulletin
       No. 101,  "Revenue  Recognition  in Financial  Statements"  (SAB 101), on
       December 3, 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  its  financial
       statements.


       The Financial  Accounting  Standards  Board issued Interpretation No. 44,
       Accounting  for certain  Transactions  Involving  Stock Compensation (FIN
       No. 44), in March 2000.  This interpretation  clarifies  the  application
       of Accounting  Principles  Board  Opinion No. 25,   Accounting  for Stock
       Issued to Employees,  with  respect  to  certain issues in accounting for
       employee stock  compensation  and  is  generally  effective as of July 1,
       2000. The Company does  not  expect FIN  44 to have a material  effect on
       its financial statements.






<PAGE>



Item 2.           Management's Discussion and Analysis

General

         In October  1998,  Power  Photo  Enterprises,  Inc.  n/k/a  Power Photo
Kiosks,  a  Canadian  corporation  ("PPK"),  prior to its  acquisition  by Power
Kiosks,  Inc., a Florida  corporation f/k/a Alternate  Achievements,  Inc. f/k/a
Global Corporate Quality, Inc. (the "Company"), entered into a revised licensing
agreement with Licensing Resource Group, Inc. ("LRG").  Specifically, it revised
prior  agreements  between PPK and LRG dated  March 16, 1998 and July 15,  1998.
PPK,  which had been granted a  non-exclusive  and  assignable  right to design,
manufacture,  distribute  and market a Retail  Imaging  System which produces an
image of the user  which is  digitally  affixed to stock  images  which the user
selects  in order to create a  customized  keepsake  ("Sticket")  in the  United
States by Sony of Canada,  Ltd.,  granted to LRG the exclusive  right to execute
and administer licenses in universities  located in the United States for use of
Sticket  on  products  which  bear  the  name,  trademark  and/or  logo  of  the
universities.  For all sales made by LRG, LRG is to receive a commission of $750
per kiosk and  $0.05 per  Sticket  sold.  Additionally,  LRG  received  a fully-
diluted five percent (5%) equity position in PPK.

         PPK  also  agreed  to  make  LRG  an  exclusive  distributor.   Minimum
performance  requirements  are to be met by LRG.  PPK  granted  LRG the right of
first refusal regarding the expansion of LRG's exclusive  distribution  right to
include  new market  segments.  For all sales  made by LRG,  LRG is to receive a
commission of $750 per kiosk and $0.05 per Sticket sold.

         In October 1998,  prior to its acquisition by the Company,  PPK entered
into a  licensing  agreement  with Titan  Sports,  Inc.  a Delaware  corporation
("Titan"),  whereby  PPK was granted an  exclusive  license to use the rights of
publicity,  trademarks,  copyrights and all other proprietary rights relating to
the personnel  performing in or at the  professional  wrestling events produced,
promoted  and  performed  by Titan as well as the events  themselves,  excluding
comic,  cartoon or animated events,  characters,  characterizations,  designs or
visual representations in the United States and Canada (the "License").  Certain
minimum requirements must be met by PPK annually.  For such License, PPK paid an
advance royalty of five thousand dollars ($5,000) and agreed to pay a royalty of
six percent (6%) of retail sales which  result from the License,  not  including
kiosk  sales.  Beginning  April  1999  and  every  quarter  thereafter,  minimum
royalties  of five  thousand  dollars  ($5,000)  must  be paid by PPK to  Titan.
Additionally,  PPK must  expend a minimum of two  percent  (2%) of total  annual
revenues  from sales  resulting  from the  License  to  advertise  the  licensed
products. The term of the License is for a period of five (5) years.

         In May 1999, prior to its acquisition by the Company,  PPK entered into
a  manufacturing  agreement with Integrated  Kiosk,  Inc.  ("IKI"),  whereby PPK
granted IKI an exclusive  right to manufacture  PPK's photo kiosk which utilizes
digital imaging and manipulation technology,  known as the Power Photo Kiosk for
PPK and to assemble the Power Photo Kiosk as well as to supply various  hardware
components   from  time  to  time,   all  in  accordance   with  the  plans  and
specifications  supplied or  approved  by PPK for all such units  supplied to or
distributed to the North American  market.  The term is for a period of five (5)
years,  with  successive  one (1) year  renewal  terms  thereafter.  Termination
requires one (1) year notice. The prices are: A) $3,630 for kiosk shell and


<PAGE>



frame; B) $2085 for the computer;  and C) $3,260 for  integration,  which brings
the total cost of manufacturing and integration to $8,975.

         In May 1999,  PPK, prior to its acquisition by the Company entered into
a loan  agreement  with MLIC Holdings,  Inc., a Canadian  corporation  ("MLIC"),
whereby PPK borrowed  $1,000,000  Canadian at an interest rate of twelve percent
(12%)  annually.  The loan was originally due upon the earlier of a closing of a
private  placement  or July 30,  1999.  Additionally,  PPK issued to MLIC 40,000
shares of its Common Stock with certain  anti-dilution  rights, which rights did
not preclude capital raising activities. PPK granted MLIC a security interest in
fifty  (50) kiosk  units and  agreed to make  specific  assignment  of  accounts
receivable on those units.  For such  offering,  PPK need not have complied with
federal nor state securities laws, as both companies were Canadian.

         Since July 1999,  the MLIC loan has been extended on two (2) occasions.
The first  extension was for a period of thirty-one  (31) days and cost PPK $450
Canadian per day and 10,000  additional shares of PPK Common Stock. In September
1999 on the second  extension,  PPK borrowed an  additional  $400,000  Canadian,
bringing their total outstanding balance to $1,446,704 Canadian and extended the
loan to December  17,  1999 with  interest  accruing at a rate of seven  hundred
dollars ($700) Canadian per day. Since December 17, 1999, MLIC has agreed not to
declare  PPK in default  prior to July 31, 2000  (PPK's  fiscal year end),  with
interest accruing at the same rate.

         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 Canada Limited the Canadian  subsidiary of
Sybase ("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 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.

         In February 2000, the Company, 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.  Of the
2,995,539 shares issued, Roanld 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


<PAGE>



acquisition.  For such  offering,  the Company  relied upon  Section 4(2) of the
Securities  Act of 1933,  as  amended  (the  "Act"),  Rule 506 of  Regulation  D
promulgated  thereunder ("Rule 506"),  Section  451.802(19) of the Michigan Code
and no state exemption for the shares issued to Bahamian or Canadian residents.

         The  Company  relied  upon  Section  4(2) of the Act and  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)  had such  knowledge and  experience in financial and business
matters  that  he  was  capable  of  evaluating  the  merits  and  risks  of the
prospective  investment,  or the issuer reasonably believed immediately prior to
making any sale that such  purchaser  came  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 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.

         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.

         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  Section  4(2) of the Act and  Rule  506.  No state  exemption  was
necessary because the investor is a foreign entity located in Canada.


<PAGE>



         In April and May 2000,  the Company  sold  80,000  shares of its Common
Stock to four (4) investors for a total of $200,000.  No memorandum was utilized
by the Company in connection with the offering.  For such offering,  the Company
relied on Section  4(2) and Rule 506.  No state  exemption  was  required as all
investors were Canadian residents.

         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 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.

Discussion and Analysis

     The Company,  Power Kiosks,  Inc. is a Florida chartered  corporation which
conducts business from its headquarters in Markham, Ontario, Canada. The Company
was incorporated in September1994,  as Global Corporate  Quality,  Inc., changed
its name to Alternate  Achievements,  Inc. in October 1999 and to Power  Kiosks,
Inc.  in  February  2000 in  connection  with the  Agreement.  At such time,  it
acquired 100% of the issued and  outstanding  shares of the common stock of PPK,
in a reverse merger.

         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 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.



<PAGE>



         The ability of the Company to continue as a going  concern is dependent
upon  increasing  sales and  obtaining  additional  capital and  financing.  The
Company is  currently  seeking  financing  to allow it to  continue  its planned
operations.

           The  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 unaudited condensed  consolidated  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 revenues sufficient to support the Company's operations.

     Results of Operations -For the Three Months Ending April 30, 1999 and April
30, 2000

Financial Condition, Capital Resources and Liquidity

         For the 3rd quarter ended April 30, 1999 and 2000 the Company  recorded
revenues of $0 and $0  respectively.  For the third quarter ended April 30, 1999
and 2000 the Company had sales and marketing  expenses of $144,810 and $209,094.
This increase of $64,284 was due to increased operations by the Company.

         For the 3rd quarter ended April 30, 1999 and 2000, the Company had on a
consolidated unaudited basis total operating expenses of $155,722 and $209,094.

Net Losses

         For the 3rd quarter ended April 30, 1999,  2000, the Company reported a
net loss from operations of $155,722 and $209,094 respectively.

         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 $2,828,617 as
at April 30, 2000. The Company has not generated  revenues and  management  does
not expect to commence  generating revenues until 2001. 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.

          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.

Employees

         At April 30, 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.



<PAGE>



Research and Development Plans

         The Company  believes  that  research and  development  is an important
factor  in  its  future  growth.   The  kiosk  industry  is  closely  linked  to
technological advances, which produce a broader range of kiosk products, enhance
the  usability and  experience  for the consumer and also enable the provider to
monitor  use  patterns  and  data  through  a  more  sophisticated   network  of
information.  Therefore, the Company must continually invest in ongoing research
to appeal to the public and to effectively  compete with other  companies in the
industry.  No assurance can be made that the Company will have sufficient  funds
to compete.  Additionally,  due to the rapid  advance  rate at which  technology
advances,  the  Company's  equipment  and  inventory  may be  outdated  quickly,
preventing or impeding the Company from realizing its full potential profits.

Year 2000 Compliance

         The Year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent  the year,  may  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company did not experience a materially  negative impact during the
Year 2000 date  switch-over  and it has  determined  that  there will be minimal
impact if any to its business,  operations or financial  condition  since all of
the internal  software to be  developed  and utilized by the Company will be and
has been upgraded to support Year 2000 versions.

         There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such  failure to convert by another  company  would not have an adverse
affect on the  Company's  systems.  Currently the Company does not rely on other
systems  that might have an adverse  affect on any Company  systems and does not
anticipate any such reliance in the near future.

Forward-Looking Statements

         This Form  10-QSB  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-QSB 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),
finding suitable merger or acquisition  candidates,  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


<PAGE>



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-QSB 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.  The Company  assumes no obligations to update any such
forward-looking statements.

PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.Changes in Securities and Use of Proceeds

         None

Item 3.Defaults in Senior Securities

         None

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

         No matter was  submitted  during the  quarter  ending  April 30,  2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

         None

Item 6.           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:




<PAGE>


<TABLE>
<S>              <C>
Exhibit No.      Description
----------------------------------------------------------------------
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      *        Loan Agreement between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated
                  May 1999.

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

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

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

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

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

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

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

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

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

16.1     [4]      Letter on change of certifying accountant.

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

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.
------------------------------------------------
</TABLE>


<PAGE>

[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

*    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.






<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                            Power Kiosks, Inc.
                                            (Registrant)

June 19, 2000                               /s/ Ronald Terry Cooke
                                            ---------------------------------
                                            Ronald Terry Cooke
                                            Chairman and President