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 October 31, 2000

Commission File No.: 0-27769


         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 October 31, 2000,  there were 5,668,483  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)

Consolidated Balance Sheets
(Expressed in U.S. dollars)

------------------------------------------------------------------ --------------    --------------
                                                                      July 31,         October 31,
                                                                        2000              2000
------------------------------------------------------------------ --------------    --------------
                                                                        (Audited)       (Unaudited)
<S>                                                                <C>               <C>
Assets

Current assets:
     Investment tax credits receivable                             $       33,625    $       32,648
     Inventories                                                           40,965            44,916
     Miscellaneous receivable                                               1,528               980
     Prepaid expenses                                                      42,190               653
     Deferred financing costs                                                   -           109,200
------------------------------------------------------------------ --------------    --------------
     Total current assets                                                 118,308           188,397

Property and equipment                                                    479,019           558,544

------------------------------------------------------------------ --------------    --------------
Total assets                                                       $      597,327    $      746,941
------------------------------------------------------------------ --------------    --------------

Liabilities and Stockholders' Deficiency

Current liabilities:
     Bank indebtedness                                             $       46,576    $      125,724
     Accounts payable                                                     120,382           157,232
     Accrued liabilities                                                  351,097           498,628
     Accrued salaries payable                                             148,890           144,563
     Accrued financing costs payable                                    1,012,500                 -
     Loans payable                                                      1,377,942         1,369,889
     Due to stockholders                                                  135,272           216,703
     Convertible notes                                                     40,350            39,177
------------------------------------------------------------------ --------------    --------------
     Total current liabilities                                          3,233,009         2,551,916

Stockholders' deficiency:
     Capital stock:
         Authorized:
         50,000,000 $0.0001 par value common shares
         (July 31, 2000 - 50,000,000) 10,000,000
         preferred  shares (July 31, 2000 - 10,000,000)
         Issued and outstanding:
              6,128,684 common shares (July 31, 2000 - 5,375,084)             538               613
     Contributed surplus                                                9,234,291        13,369,916
     Warrants                                                                   -         1,110,000
     Deferred stock-based compensation                                 (4,388,125)       (5,244,167)
     Accumulated other comprehensive income (loss)                         12,090            52,905
     Deficit accumulated during the development stage                  (7,494,476)      (11,094,242)
------------------------------------------------------------------ ---------------   ---------------
     Total stockholders' deficiency                                    (2,635,682)       (1,804,975)

------------------------------------------------------------------ ---------------   ---------------
Total liabilities and stockholders' deficiency                     $      597,327    $      746,941
------------------------------------------------------------------ ---------------   ---------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>


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

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

------------------------------------------------------ -----------------------------------------------------
                                                                  Three months ended          Period from
                                                                      October 31,             inception to
                                                        ---------------------------------      October 31,
                                                               1999              2000              2000
------------------------------------------------------ ------------------ ---------------- -------------------
<S>                                                    <C>                <C>              <C>
Expenses:
     Sales and marketing                               $       20,196     $        75,462  $        997,358
     Research and development                                  73,913             146,707           750,013
     General and administrative                               222,926           3,329,287         7,042,863
------------------------------------------------------ ------------------ ---------------- -------------------

Loss from operations                                         (317,035)         (3,551,456)       (8,790,234)

Financing costs                                               110,054                   -         1,793,165

Interest expense                                               47,597              48,310           510,843
------------------------------------------------------ ------------------ ---------------- -------------------

Loss before provision for income taxes                       (474,686)         (3,599,766)      (11,094,242)

Provision for income taxes                                          -                   -                 -

------------------------------------------------------ ------------------ ---------------- -------------------
Loss for the period                                    $     (474,686)    $    (3,599,766) $    (11,094,242)
------------------------------------------------------ ------------------ ---------------- -------------------

Basic and diluted loss per common share                $         0.16     $          0.65
                                                       ==============     ===============

Shares used in computing basic and
   diluted loss per common share                            2,995,000           5,549,500

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


          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>


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

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

--------------------------------------------------------------------------------------------------------------
                                                                                                Period from
                                                                  Three months ended           inception to
                                                                      October 31,               October 31,
                                                       ----------------------------------
                                                                 1999                2000              2000
------------------------------------------------------ ------------------ ---------------- ----------------
<S>                                                    <C>                <C>              <C>
Loss for the period                                    $     (474,686)    $    (3,599,766) $    (11,094,242)

Other comprehensive gain:
     Currency translation adjustment                            3,022              40,815            52,905

------------------------------------------------------ ------------------ ---------------- ----------------
Comprehensive loss                                     $     (471,664)    $    (3,558,951) $    (11,041,337)
------------------------------------------------------ ------------------ ---------------- ----------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>


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

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

-----------------------------------------------------------------------------------------------------------
                                                                  Three months ended         Period from
                                                                      October 31,             inception to
                                                         --------------------------------    October 31,
                                                              1999              2000              2000
------------------------------------------------------  ----------------- ---------------- -----------------
<S>                                                     <C>               <C>              <C>
Cash provided by (used in):

Operating activities:
     Loss for the period                                $  (474,686)      $  (3,599,766)   $  (11,094,242)
     Items not affecting cash:
         Amortization                                             -              43,847           101,636
         Accretion of interest on loan payable                    -                   -           234,513
         Financing costs                                    110,054                   -           192,934
         Stock-based compensation expense                         -           3,006,891         6,874,499
     Change in operating assets and liabilities:
         Accounts receivable                                      -                   -            26,961
         Investment tax credits receivable                        -                   -           (33,105)
         Inventories                                        (18,382)             (5,275)         (328,351)
         Miscellaneous receivable                             4,353                   -           (26,276)
         Prepaid expenses                                         -              41,352            (2,464)
         Accounts payable                                   315,139              41,907           162,096
         Accrued liabilities                                      -             160,519           513,431
         Accrued salaries payable                                 -                   -           150,408
         Accrued financing costs payable                          -                   -         1,022,817
         Due to stockholders                                 57,234              87,566           236,661
------------------------------------------------------  ----------------- ---------------- -----------------
     Net cash flows used in operating activities             (6,288)           (222,959)       (1,968,482)

Financing activities:
     Issuance of common shares, net of issue costs                -             221,500           992,317
     Increase in bank indebtedness                           17,121              79,147            73,473
     Proceeds from loans payable                                  -              32,821         1,230,948
     Issuance of convertible notes                                -                   -            40,761
------------------------------------------------------  ----------------- ---------------- -----------------
     Net cash flows from financing activities                17,121             333,468         2,337,499

Investing activities:
     Purchase of property and equipment                           -            (139,707)         (390,609)
------------------------------------------------------  ----------------- ---------------- -----------------
     Net cash flows used in investing activities                  -            (139,707)         (390,609)

Effect of currency translation of cash balances             (10,833)             29,198            21,592

------------------------------------------------------  ----------------- ---------------- -----------------
Increase in cash, being cash, end of period             $         -       $           -    $            -
------------------------------------------------------  ----------------- ---------------- -----------------

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

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

Supplemental disclosure of non-cash financing and
investing activities:
  Deferred stock-based compensation                     $         -       $   4,012,200    $   11,472,436
  Shares issued for settlement of accrued liabilities             -           1,012,500         1,012,500
  Shares issued as settlement of loan payable                     -                   -            15,414
  Inventories reclassified to property and equipment              -                   -           290,608

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


          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>




Power Kiosks, Inc.
(A Development Stage Enterprise)

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

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


1.     Basis of presentation:


       The unaudited  consolidated  financial  statements  have been prepared by
       Power Kiosks,  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,  2001.  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  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, 2000 included in Form 10-K.


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
       $11,094,242 as at October 31, 2000. The Company has not generated revenue
       and management does not expect to commence generating revenue 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
       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  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-6

<PAGE>


Power Kiosks, Inc.
(A Development Stage Enterprise)

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

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


3.     Stockholders' deficiency:


       (a) During  August  2000,  the Company  issued  20,000  common  shares in
           exchange for investor  consulting  services  pursuant to a consulting
           agreement  expiring in February 2001.  Deferred financing expenses of
           $109,200 have been recorded,  representing the difference between the
           fair  value of the common  shares  issued  and the issue  price.  The
           deferred  financing  expenses will be offset  against funds raised in
           the future or expensed on the expiry of the agreement during February
           2001.


       (b) During  September  2000,  the Company issued 300,000 common shares to
           directors of the Company for no consideration and warrants to acquire
           200,000 common shares of the Company with an exercise price of $1 per
           share.  The warrants vest on a quarterly basis commencing May 1, 2001
           to May 1, 2002 and expire during September 2003.


           The  Company   recorded   stock-based   compensation  of  $1,995,000,
           representing  the  difference  between  the fair  value of the common
           shares and the issue price. The Company recorded deferred stock-based
           compensation of $1,110,000 for the warrants granted, representing the
           difference  between the fair value of the common shares and the issue
           price.


       (c) During  September 2000, two senior  officers and  shareholders of the
           Company  were  awarded  120,000  common  shares  of the  Company  for
           services provided in securing contracts for the Company.  The Company
           recorded  stock-based  compensation  of  $798,000,  representing  the
           difference  between the fair value of the common shares and the issue
           price.


       (d) During  October 2000,  the Company  issued  225,000  common shares as
           settlement for amounts due of $1,012,500 to a former supplier.


       (e) During the quarter ended October 31, 2000,  the Company issued 88,600
           common shares at $2.50 per share for proceeds of $221,500.

                                      F-7

<PAGE>


Power Kiosks, Inc.
(A Development Stage Enterprise)

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

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


3.     Stockholders' deficiency (continued):


       (f) Stock compensation plan:


           During  October 2000,  the  Company's  stock  compensation  plan (the
           "Plan") was  established for the benefit of the employees and certain
           consultants of the Company. The maximum number of common shares which
           may be set  aside for  issuance  under  the Plan is  700,000  shares,
           provided  that the Board of  Directors  of the Company has the right,
           from time to time, to increase such number subject to the approval of
           the  shareholders  of the Company when  required by law or regulatory
           authority.


           As at October 31, 2000,  the Company  issued  200,000  warrants (note
           3(b)) and no options under this Plan.


4.     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,  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.


       On December 3, 1999, the Securities and Exchange  Commission issued Staff
       Accounting   Bulletin  No.  101,   "Revenue   Recognition   in  Financial
       Statements"  ("SAB  101").  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.


       In March 2000,   the   Financial   Accounting   Standards   Board  issued
       Interpretation No 44 "Accounting for Certain Transactions Involving Stock
       Compensation"("FIN No. 44").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 No.  44 to have a  material  effect  on its
       financial statements.

                                      F-8

<PAGE>



Power Kiosks, Inc.
(A Development Stage Enterprise)

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

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


5.     Subsequent event:


       On  November  21,  2000,  the Company  issued  580,000  common  shares to
       consultants as consideration  for legal and consulting  services provided
       to the Company.









                                      F-9





<PAGE>



Item 2.    Management's Discussion and Analysis

General

           Power Kiosks,  Inc. f/k/a Alternate  Achievements,  Inc. f/k/a Global
Corporate  Quality,  Inc., a Florida  corporation  of which Power Photo  Kiosks,
Inc., a Canadian corporation ("PPK") is a wholly-owned subsidiary  (collectively
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").

           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 with  piggy back  registration
rights in exchange  for a general  release in favor of both PPK and the Company.
The Company issued the 225,000  shares in October 2000.  For such offering,  the
Company  relied upon the 506 Exemption and no state  exemption,  since Rhonda is
located in Canada.

           Since April 2000, the Company sold 278,344 shares of its Common Stock
to twenty nine (29) investors for a total of $655,362.27. For such offering, the
Company relied upon the 506 Exemption,  Section 517.061(11) of the Florida Code,
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.

           The facts relied upon to make the Florida exemption available include
the  following:  (i) sales of the  shares of 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


<PAGE>



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.

           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 June 2000,  the  Company  executed a  promissory  note in favor of
Thomson  Kernaghan & Co.,  Ltd., a Bermuda  corporation  ("TK") in the principal
amount of two hundred fifty thousand dollars ($250,000). The loan had a maturity
date of August  31,  2000.  In  December  2000,  TK  converted  all  outstanding
principal and interest into 250,000 shares of the restricted Common Stock of 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.

           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, which
were actually  issued in August 2000, 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. For such offering, the Company relied upon the 506 Exemption.  No state
exemption was necessary, as Mr. Cooke is a Canadian resident.

           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


<PAGE>



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  ("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.

           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.

           The facts relied upon to make the Florida exemption available include
the  following:  (i) sales of the  shares of 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.



<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.

           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 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.

           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


<PAGE>



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.  290,000
shares were issued each to Donald F. Mintmire,  legal counsel to the Company and
Noreen Wilson, a consultant to the Company.

           In November  2000,  the Company sold 100,000 shares of its restricted
Common Stock to EIG Capital  Investments,  Ltd., a Bermuda limited  partnership,
for  $200,000.   Additionally,  the  Company  issued  warrants  to  purchase  an
additional 125,000 shares of its restricted Common Stock at an exercise price of
$0.0001 per share,  which are exercisable  for a period of three (3) years.  The
shares of stock sold as well as the warrant shares carry mandatory  registration
rights. If the registration statement is not declared effective with 210 days of
execution  of the  original  agreement,  the Company  must pay a cash penalty of
$4,000  per  month  until  the  registration  is  declared  effective.  For such
offering,  the Company  relied upon the 506  Exemption.  No state  exemption was
required, as the purchaser is a foreign entity.

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.



<PAGE>



           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.

           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 October 31, 1999
and October 31, 2000

Financial Condition, Capital Resources and Liquidity

           For the 1st  quarter  ended  October  31,  1999 and 2000 the  Company
recorded no revenues.  For the first quarter ended October 31, 1999 and 2000 the
Company had general and administrative expenses of $222,926 and $3,329,287. This
increase  of  $3,106,361  was due to  primarily  to  stock-  based  compensation
expense.

           For the 1st quarter ended October 31, 1999 and 2000,  the Company had
on a  consolidated  unaudited  basis total  operating  expenses of $317,035  and
$3,551,456.

Net Losses

           For the 1st  quarter  ended  October  31,  1999,  2000,  the  Company
reported a net loss from operations of $317,035 and $3,551,456 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 $11,094,242 as
of October 31, 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.



<PAGE>



            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 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.

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.

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 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.




<PAGE>


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 October 31, 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>       <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        [9]       Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd.
                     dated June 5, 2000.

4.7        [9]       Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd.
                     dated October 26, 2000.

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.
</TABLE>



<PAGE>


<TABLE>
<S>        <C>       <C>
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       [9]       Lease Agreement between Team Power Enterprises, Inc. and Bruce N. Huntley
                     Contracting Limted, dated July 1, 1998.

10.10      [9]       Financial Consulting and Services Agreement between the Company and
                     Discovery Enterprises, Inc. d/b/a Discovery Financial, Inc. dated August 23, 2000.

10.11      [9]       Teaming Agreement between Power Photo Kiosks, Inc. and Mattel Canada, Inc.
                     dated September 18, 2000.

10.12      [9]       Co-Marketing and Sponsorship Agreement between the Company, PACEL Corp.
                     and Child Watch of North America dated October 11, 2000.

10.13      [9]       Letter of Intent between Power Photo Kiosks, Inc. and Groome Capital. Com, Inc.
                     dated October 12, 2000.

10.14      [9]       Employment Agreement between Power Kiosks, Inc. and Ronald Terry Cooke,
                     dated July 2000.

10.15      [9]       Employment Agreement between Power Kiosks, Inc. and Allan Turowetz, dated
                     July 2000.

10.16      *         Common Stock Purchase Agreement between the Company and EIG Capital
                     Investments, Ltd. dated November 9, 2000.

10.17      *         Registration Rights Agreement between the Company and EIG Capital
                     Investments, Ltd. dated November 9, 2000.

10.18      *         Purchaser's Warrant in the name of EIG Capital Investments, Ltd. dated November
                     9, 2000.

10.19      *         Agent's Warrant in the name of EIG Capital Management, Ltd. dated November 9,
                     2000.
</TABLE>


<PAGE>


<TABLE>
<S>        <C>       <C>
10.20      *         Conversion of Note by the Company in favor of Thomson Kernaghan & Co., Ltd.
                     in the principal amount of $250,000 dated June 5, 2000.

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.

[9]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     November 14, 2000.

*    Filed herewith


<PAGE>



     (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.

          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.




<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)

December 6, 2000                           /s/ Ronald Terry Cooke
                                           ---------------------------------
                                           Ronald Terry Cooke
                                           Chairman and President

                                           /s/ Allan Turowetz
                                           ---------------------------------
                                            Allan Turowetz
                                            Vice President and Director

                                           /s/ Jean Arthur Beliveau
                                           ---------------------------------
                                           Jean Arthur Beliveau
                                           Director

                                           /s/ June Nichols Sweeney
                                           ---------------------------------
                                           June Nichols Sweeney
                                           Director