UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               POWER KIOSKS, INC.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)


Florida                                               65-0522144
------------------------------                        -------------------------
(State or other jurisdiction                          (I.R.S. Employer or
of incorporation organization)                        Identification No.)


181 Whitehall Drive
Markham, Ontario, Canada                              L3R 9T1
---------------------------------------------          -------------------------
(Address of principal place of business)              (zip code)

                               POWER KIOSKS, INC.
                  Year 2000 Consultant Stock Compensation Plan
             ------------------------------------------------------
                            (Full title of the plan)

                            Mintmire & Associates
                            265 Sunrise Avenue, Suite 204,
                            Palm Beach, FL 33480
                            Tel: (561) 832-5696
           -----------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

 TITLE OF           PROPOSED     PROPOSED   MAXIMUM      AMOUNT OF
SECURITIES          AMOUNT       MAXIMUM    AGGREGATE    REGISTRATION
TO BE               TO BE        OFFERING   OFFERING     FEE (1)
REGISTERED          REGISTERED   PRICE      PRICE
                      (2)        PER SHARE  PER SHARE
-----------------   -----------  ---------  ----------   -------------
Common Stock        105,000      $5.78      $5.78        $160.23
Par Value $0.0001



<PAGE>



(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  Common Stock on July 19, 2000, July 20, 2000, July 24, 2000, July
25, 2000, as reported on the OTC Electronic Bulletin Board.

(2) Represents the maximum number of shares which may be granted under the Power
Kiosks, Inc. Consultant Stock Compensation Plan (the "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1) The Registrant's Registration Statement on Form l0-SB filed October 22,
1999;

     (2) All other reports filed by the Registrant with the Commission  pursuant
to Section  13(a) or Section  15(d) of the  Exchange Act since the filing of the
Registrant's Registration Statement referred to above; and

     (3) The description of the Common Stock of the Registrant  contained in the
Registrant's Registration Statement.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.


Item 4. Description of Securities.

         Not applicable.


Item 5. Interests of Named Experts and Counsel.

         Not applicable.


Item 6. Indemnification of Directors and Officers.

     The Bylaws of the  Registrant  contain  provisions  which  provide  for the
indemnification  of directors,  officers,  and other  employees or agents of the
Registrant  properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and

                                        2

<PAGE>



within  the  scope  of their  offices,  are or are  threatened  to be named as a
defendant  or  respondent  in a civil or  criminal  action.  The  extent  of the
indemnification  is limited to judgements,  penalties,  fines,  settlements  and
reasonable expenses actually incurred.

Item 7. Exemption from Registration Claimed.

         Not applicable.


Item 8. Exhibits.

5.1  *    Opinion of Mintmire & Associates

10.7 *    Power Kiosks, Inc.  Year 2000 Consultant Stock Compensation Plan

23.1 *    Consent of KPMG, LLP

23.2      Consent of Mintmire & Associates (contained  in  the  opinion filed as
          Exhibit 5.1 hereof)
----------------------------
(* filed herewith)


Item 9. Undertakings.

The Registrant hereby undertakes:

(a)  (1) to file, during  any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.

                                        3

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf, in the City of Toronto.

                                  POWER KIOSKS, INC.


                                  By:    /s/ Terry Cooke
                                  ----------------------
                                  Terry Cooke, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.


   Signature                     Title                          Date
----------------------        -------------------            ------------

/s/ Terry Cooke
----------------------        Chairman and President         8/1/00
Terry Cooke


/s/ Allan Turowetz
----------------------
Allan Turowetz                Vice President and Director    8/1/00


















                                        4
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{"company-data": {"conformed-name": "POWER KIOSKS INC", "cik": "0001097504", "assigned-sic": "9995", "irs-number": "650522144", "state-of-incorporation": "FL", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42818", "film-number": "684186"}, "business-address": {"street1": "181 WHITEHALL DRIVE", "street2": "MARKHAM ONTARIO", "city": "CANADA L3R 9T1", "state": "A6", "zip": "00000", "phone": "9059489600"}, "mail-address": {"street1": "181 WHITEHALL DRIVE", "street2": "MARKHAM ONTARIO", "city": "CANADA L3R 9T1", "state": "A6", "zip": "00000"}, "former-company": {"former-conformed-name": "ALTERNATE ACHIEVEMENTS INC", "date-changed": "19991022"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               POWER KIOSKS, INC.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)

Florida                                               65-0522144
------------------------------                        -------------------------
(State or other jurisdiction                          (I.R.S. Employer or
of incorporation organization)                        Identification No.)

181 Whitehall Drive
Markham, Ontario, Canada                              L3R 9T1
---------------------------------------------          -------------------------
(Address of principal place of business)              (zip code)

                               POWER KIOSKS, INC.
                  Year 2000 Consultant Stock Compensation Plan
             ------------------------------------------------------
                            (Full title of the plan)

                            Mintmire & Associates
                            265 Sunrise Avenue, Suite 204,
                            Palm Beach, FL 33480
                            Tel: (561) 832-5696
           -----------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

 TITLE OF           PROPOSED     PROPOSED   MAXIMUM      AMOUNT OF
SECURITIES          AMOUNT       MAXIMUM    AGGREGATE    REGISTRATION
TO BE               TO BE        OFFERING   OFFERING     FEE (1)
REGISTERED          REGISTERED   PRICE      PRICE
                      (2)        PER SHARE  PER SHARE
-----------------   -----------  ---------  ----------   -------------
Common Stock        105,000      $5.78      $5.78        $160.23
Par Value $0.0001
(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  Common Stock on July 19, 2000, July 20, 2000, July 24, 2000, July
25, 2000, as reported on the OTC Electronic Bulletin Board.

(2) Represents the maximum number of shares which may be granted under the Power
Kiosks, Inc. Consultant Stock Compensation Plan (the "Plan").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1) The Registrant's Registration Statement on Form l0-SB filed October 22,
1999;

     (2) All other reports filed by the Registrant with the Commission  pursuant
to Section  13(a) or Section  15(d) of the  Exchange Act since the filing of the
Registrant's Registration Statement referred to above; and

     (3) The description of the Common Stock of the Registrant  contained in the
Registrant's Registration Statement.

         All documents filed by the Registrant  with the Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Bylaws of the  Registrant  contain  provisions  which  provide  for the
indemnification  of directors,  officers,  and other  employees or agents of the
Registrant  properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and

                                        2
within  the  scope  of their  offices,  are or are  threatened  to be named as a
defendant  or  respondent  in a civil or  criminal  action.  The  extent  of the
indemnification  is limited to judgements,  penalties,  fines,  settlements  and
reasonable expenses actually incurred.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

5.1  *    Opinion of Mintmire & Associates

10.7 *    Power Kiosks, Inc.  Year 2000 Consultant Stock Compensation Plan

23.1 *    Consent of KPMG, LLP

23.2      Consent of Mintmire & Associates (contained  in  the  opinion filed as
          Exhibit 5.1 hereof)
----------------------------
(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(a)  (1) to file, during  any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.

                                        3
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf, in the City of Toronto.

                                  POWER KIOSKS, INC.

                                  By:    /s/ Terry Cooke
                                  ----------------------
                                  Terry Cooke, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

   Signature                     Title                          Date
----------------------        -------------------            ------------

/s/ Terry Cooke
----------------------        Chairman and President         8/1/00
Terry Cooke

/s/ Allan Turowetz
----------------------
Allan Turowetz                Vice President and Director    8/1/00

                                        4