UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ----------------------------------------------------------------- [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2000 ----------------------------------------------------------------- EUROKIOSK INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-4054666 -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 ROCKEFELLER PLAZA - SUITE 1600 NEW YORK, NEW YORK 10020 ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number (212) 265-4600 -------------- Check here whether the issuer (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X____ No_______ As of September 30, 2000, the following shares of the Registrant's common stock were issued and outstanding: 5,575,000 shares of voting common stock PART I - FINANCIAL INFORMATION To the Board of Directors of EUROKIOSK, INC. We have reviewed the accompanying balance sheet of EUROKIOSK, INC.,(a development stage company) as of September 30, 2000 and the related statements of operations and accumulated deficit, and cash flows for the three months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of EUROKIOSK INC. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Graf Repetti & Co., LLP Dated: New York, New York November 15, 2000 EUROKIOSK INC. CONDENSED CONSOLIDATED BALANCE SHEET As Of As Of Sept. 30, 2000 March 31, 2000 (Unaudited) (Audited) -------------------------------- ASSETS Current Assets Cash $ 0 $ 0 Other Current Assets 0 0 _________ ________ Total Current Assets $ 0 $ 0 Other Assets 0 0 _________ ________ TOTAL ASSETS $ 0 $ 0 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts Payable $0 $ 0 Accrued Expenses 2,809 2,822 _________ ________ Total Current Liabilities 2,809 2,822 _________ ________ Total Liabilities $ 2,809 2,822 Stockholders' Equity Common Stock, $.001 par value, Authorized 25,000.000 Shares; Issued and Outstanding 1,065,000 Shares as of March 30, 2000; 1,065 Common Stock, $.001 par value, Authorized 25,000.000 Shares; Issued and Outstanding 5,575,000 Shares as of September 30, 2000 5,575 Additional Paid in Capital 80,937 68,209 Deficit Accumulated During the Development Stage ( 89,321) (72,096) _________ ________ Total Stockholders' Equity ( 2,809) ( 2,822) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0

The accompanying notes and accountant's report are an integral part of these financial statements. EUROKIOSK INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) For the 3 Mos Ended For the 3 Mos Ended September 30 June 30 2000 1999 2000 1999 ------------------------------------------ TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0 OPERATING EXPENSES: Accounting 750 750 750 1,000 Legal (Note 4) 2,500 2,500 2,500 2,500 Rent Expense (Note 2) 600 600 600 600 Filing Fee 13 12 12 13 Contributed Svcs (Note 3) 4,500 4,500 4,500 4,500 Other Services (Note 4) 500 - - - ________ _______ ________ ________ NET LOSS ( 8,863) (8,362) ( 8,362) (8,613) NET LOSS PER SHARE (.00) (.01) (.01) (.01) Weighted Average Number of Shares Outstanding 5,488,043 1,000,000 1,000,000 1,000,000

The accompanying notes and accountant's report are an integral part of these financial statements. EUROKIOSK INC. STATEMENT OF CASH FLOWS (unaudited) For the 3 mos For the 3 mos Ended Ended to to Sept. 30, 2000 Sept. 30, 1999 ________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $( 8,863) $(8,362) Adjustments to Reconcile Net Loss to Net Cash Used in operating Activities: Additional Paid in Capital Contributed By Shareholders for: Rent 600 600 Contributed Services 4,500 4,500 Legal Services 2,500 2,500 Payment of Accounts Payable 1,538 Changes in Assets and Liabilities: Decrease in Accured Expenses (775) Increase in Prepaid Expenses (150) Increase in Account Payable and Accrued Expenses 712 ________ _________ Total Adjustments 8,363 8,162 Net Cash Used in Operating Activities (500) ( 200) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of Common stock 500 0 Additional Paid in Capital Contributed by Shareholder 0 0 __________ __________ Net Cash Provided by Financing Activities 500 0 Net Change in Cash 0 ( 200) Cash at Beginning of Period 0 3,060 Cash at End of Period 0 2,860 Supplemental Disclosure of Cash Flow Information Cash Paid During the Period for Interest Expense 0 0 Corporate Taxes $ 0 0

The accompanying notes and accountant's report are an integral part of these financial statements. EUROKIOSK INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES A. Description of Company EUROKIOSK INC.,("the Company") was organized on October 27, 1998 under the laws of the State of Delaware, having the stated purpose of engaging in any lawful act or activity for which corporations may be organized. The Company is a developmental stage company. The directors are now determined that the Company should become active in seeking potential operating businesses and business opportunities with the intent to acquire or merger with such businesses or to form an alliance. The Company has begun to consider and investigate potential business opportunities. B. Basis of Presentation Financial statements are prepared on the accrual basis of accounting. Accordingly, revenue is recognized when earned and expenses when incurred. C. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. Significant estimates in the financial statements include the assumption that the Company will continue as a going concern. See Note 6. NOTE 2 - USE OF OFFICE SPACE The Company occasionally uses 100 square feet of space for its executive offices at One Rockefeller Plaza, Suite 1600, New York, New York which it receives from one of its shareholders at no cost. The fair market value of this office is $200 per month, which is reflected as an expense with a corresponding credit to additional paid-in capital. NOTE 3 - CONTRIBUTED SERVICES Two of the Company's officers render services on behalf of the company at no cost. The fair market value is $1,000 for one officer and $500 for the other. Each amount is reflected as an expense with a corresponding credit to additional paid in capital. NOTE 4 - EARNINGS PER SHARE FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 Net Loss Per Share $ (0.00) NOTE 6 - LIQUIDITY The Company's viability as a going concern is dependent upon raising additional capital, and ultimately, having net income. The Company established its office in New York, New York on November 1, 1998 when it began the initial development of its business plan. The Company's limited operating history, including its losses and no revenues, primarily reflect the operations of its early stage. As a result, the Company had from time of inception to September 30, 2000, no revenue and a net loss from operations of $(89,321). As of September 30, 2000, the Company had net capital deficiency of $(2,809). The Company requires additional capital principally to meet its costs for the implementation of its business plan, for general and administrative expenses and to fund costs associated with its operations. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. The Company does not have a working capital line of credit with any financial institution. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. The Company anticipates that its existing capital resources will enable it to maintain its current implemented operations for at least 12 months; however, full implementation of its business plan is dependent upon its ability to raise substantial funding. Management's plan is to move the Company toward profitability within five years and to seek additional capital to fund further expansion of its operations. NOTE 7 - NON-CASH FINANCIAL TRANSACTIONS Non-cash financing transactions consisting of the cost of contributed services, legal services, rent and the related additional paid in capital contributed by shareholders have been included in expenses and additional paid in capital, respectively, in the accompanying financial statements at a value of $8,100. NOTE 8 - STOCK SPLIT On August 10, 2000, the Company's 1,115,000 shares of stock underwent a five for one stock split, resulting in 5,575,000 shares issued and outstanding. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS The Company is a development stage company. The Company has no assets and no recent operating history. The Company's original goal was to develop an "internet-pay telephone" kiosk system throughout Australia and to develop a system of smart cards which would be used in its internet kiosks and which would be compatible in regular pay telephones and ATM/debit machines. The Company has failed in its efforts to develop such a system and has now ceased pursuing its original business plan. The Company's main objective now is to locate and consummate a merger or acquisition with a private entity. Because of the Company's current status having no assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's present shareholders will experience substantial dilution and there will be a probable change in control of the Company. Substantial dilution would result as the total outstanding shares of the Company would be combined with that of any subsequently merged or acquired entity. The resulting entity would therefore have a greater amount of shareholders resulting in dilution to the Company's current shareholders. Additionally, there will likely be a change in control of the Company as current management would not be in a position to actively participate in an newly merged or acquired company of whose business plan or operations current management would have little knowledge of. After the Company's original business plan ceased, the Company became a "blank check" company as defined by the Securities and Exchange Commission. The SEC defines a blank check company as one which has no specific business or plan other than to consummate an acquisition of or merge into another business or entity. A number of states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Additionally, some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. Once the Company has acquired or merged with another entity, the Company will no longer be considered a "blank check" company. Shareholders of the Company have not entered into any "lock-up" letter agreement, which would prevent them from selling their respective shares of the Company's common stock until such time as the Company consummates a merger with or acquisition of another company. Any targeted alliance or merger candidate will become subject to the same reporting requirements as the Company upon consummation of any such business combination. Thus, in the event that the Company successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. The Company in February 2000 retained various consultants for the purpose of advising the Company on its efforts to locate a merger candidate and on the Company's business development. As the Company does not have any liquid assets, credit line or cash to compensate these consultants, the Company offered shares of common stock in the Company as payment. Registration of these shares were exempt pursuant to S-8 of the Securities Act of 1933. The selection of a business opportunity in which to participate is highly complex and highly risky. Additionally, as the Company has only limited resources, it may be difficult to find favorable opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment. Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as the Company begins to generate sufficient income to cover such expenses. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's directors will forego any compensation until such time as the Company begins to generate sufficient income to cover such expenses. However, if the Company engages outside advisors or consultants in search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. There is no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. In the event the Company consummates a merger transaction, the Company believes that there will be a change in control in the Company. The Company believes that any merger would include the new issuance of common stock in the Corporation to a potential merger candidate followed by a reverse split of the Company's issued common stock thereby effectively passing control of the Company to the merged candidate. The Company will not borrow funds for the purpose of funding payments to the Company's promoters, management or their affiliates or associates. Any funds borrowed by the Company will be utilized to pay statutory, legal and accountant fees expended by the Company. The Company does not foresee that any terms of sale of the shares presently held by officers and/or directors of the Company will also be afforded to all other shareholders of the Company on similar terms and conditions. Management does not anticipate actively negotiating or otherwise consenting to the purchase of any portion of their common stock as a condition to or in connection with a proposed merger or acquisition. In such an instance, all shareholders are to be treated equally. This policy is upheld by the inclusion of a resolution of the Board of Director's of the Company, contained in the Company's minutes. In the event management wishes to actively negotiating or otherwise consenting to the purchase of any portion of their common stock as a condition to or in connection with a proposed merger or acquisition, this would need to be disclosed to the Board of Directors and entered into the Company's minutes. The Company's shareholders will be afforded an opportunity to approve or consent to any particular stock buy- out transaction or merger. There is always a present potential that the Company may acquire or merge with a business or company in which the Company's promoters, management, affiliates or associates directly or indirectly have an ownership interest. However, at this time there is no immediate serious potential for the Company to acquire or merge with any business. There is no formal existing corporate policy regarding such transactions, however, in the event such a potential arises, the Company shall disclose any conflict of interest to its directors and shareholders for purposes of determining whether to acquire or merge with such a business. Management does not foresee or is aware of any circumstances under which this policy may be changed. The Company, to date, has not utilized any notices or advertisements in its search for business opportunities as the Company cannot afford to expend monies for such purposes. The Company seeks business opportunities through the means of personal networking and inquiries by current management. The Company's current officers, directors and affiliates have not used in the past any particular consultants or advisers on a regular basis. At the current time, the Company does not foresee hiring any independent consultants to assist the company in its search for a merger or business opportunities. The company requires additional capital principally to meet its costs for the implementation of its business plan, for general and administrative expenses and to fund costs associated with development of its operations. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. The Company does not have a working capital line of credit with any financial institution. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. The Company is currently in discussions with an entity seeking to merge with the company however, as of the date of this filing, no definitive agreement has been entered into and the terms of a letter of intent have not been reached. There is no guarantee that the Company will be successful in its current discussions. PART II - OTHER INFORMATION Item 1. Legal Proceedings There are currently no pending legal proceedings against the company. Item 2. Changes in Securities The Company undertook a five to one stock split in August 10, 2000. The resulting stock split resulted in the company having 5,575,000 shares issued and outstanding. Item 3. Defaults upon Senior Securities There has been no default in the payment of principal, interest, sinking or purchase fund installment. Item 4. Submission of Matters to a Vote of Security Holders No matter has been submitted to a vote of security holders during the period covered by this report. Item 5. Other information There is no other information to report which is material to the company's financial condition not previously reported. Item 6. Exhibits and Reports on Form 8-K There are no Exhibits or reports on Form 8-K attached hereto. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. EUROKIOSK, INC. ---------------- (Registrant) Date: November 20, 2000 By: /s/ Shane H. Sutton ------------------- President

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