Kingsgate Acquisitions Inc · POS AM · On 4/2/02

Filed On 4/2/02   ·   SEC File 333-91485   ·   Accession Number 1144246-2-1

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Sb2post4                                             113    362K 
 2: EX-23       Horwath Consent                                        1      4K 
 3: EX-23       Monahan Consent                                        1      4K 

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                                        File Number: 333-91485

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 POST-EFFECTIVE AMENDMENT NO. 4 TO

 FORM SB-2

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KINGSGATE ACQUISITIONS, INC.
----------------------------
 (Name of small business
issuer in its charter)

Delaware                         6770                     98-0211672  
------------------------     ----------------------------   ---------------     
(State of incorporation  (Primary Standard Industrial    (I.R.S. Employer       
or jurisdiction         Classification Code Number)   Identification No.)   
of organization)                                                            

950 11th Street, West Vancouver            Barney Magnusson             
British Columbia V7T 2M3 Canada          KINGSGATE ACQUISITIONS, INC.     
     (604) 926-6775                950 11th Street, West Vancouver
(Address and telephone number of         British Columbia V7T 2M3 Canada    
principal executive offices)                   (604) 926-6775             
                                   (Name, address  and telephone
                                    number of agent for service)
Copies to:                                                              
Sheila G. Corvino, Attorney at Law          Warren Kirshenbaum          
811 Dorset West Road                   Eaton & Van Winkle     
Dorset, Vermont 05251                      3 Park Avenue        
Phone: (802) 867-0112                 New York, New York 10016  
Fax:   (802) 867-2468                  Phone:  (212) 779-9910   
                                    Fax:    (212) 779-9928

     Approximate  date of proposed  sale to the public:  as soon as  practicable
after  the  effective  date  of  the  registration  statement  and  date  of the
prospectus.                                                                     

     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states that it shall  thereafter
become  effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended,  or until the registration  statement shall become effective on such
date as the Securities and Exchange Commission,  acting pursuant to said Section
8(a), may determine.                                                            

CALCULATION OF REGISTRATION FEE         

There is no registration fee is due with this filing. 

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 Cross Reference Sheet

 Showing the Location In Prospectus of
Information Required by Items of Form SB-2

Part I.    Information Required in Prospectus                                   

Item                                                                            

No.          Required Item                         Location or Caption          
----         -------------                         -------------------          

1.         Front of Registration Statement                                      
and Outside Front Cover of                                
 Prospectus                            Front of Registration
                                       Statement and Outside
                                           Front Cover of Prospectus

2.         Inside Front and Outside Back                                        
   Cover Pages of Prospectus             Inside Front Cover Page
                                           of Prospectus and Outside
                                    Back Cover Page of
                            Prospectus

3.         Summary Information and Risk                                         
Factors                               Prospectus Summary; 
                              Risk Factors

4.         Use of Proceeds                       Use of Proceeds                

5.         Determination of Offering                                            
 Price                                 Market for our Common
                       Stock

6.         Dilution                              Dilution                       

7.         Selling Security Holders              Not Applicable                 

8.         Plan of Distribution                  Not Applicable                 

9.         Legal Proceedings                     Legal Proceedings              

10.        Directors, Executive Officers,                                       
Promoters and Control Persons         Management          

11.        Security Ownership of Certain                                        

  Beneficial Owners and Management      Principal Stockholders

12.        Description of Securities             Description of Securities      

13.        Interest of Named Experts and                                        
    Counsel                               Legal Matters; Financial
                            Statements

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14.        Disclosure of Commission Position                                    
on Indemnification for Securities                         
Act Liabilities                       Statement as to     
                                 Indemnification

15.        Organization Within Last                                             
Five Years                            Management; Certain 
                              Transactions

16.        Description of Business               Proposed Business              

17.        Management's Discussion and                                          
Analysis or Plan of                                       
Operation                             Proposed Business - 
                                   Plan of Operation

18.        Description of Property               Proposed Business              

19.        Certain Relationships and Related                                    
Transactions                          Certain Transactions

20.        Market for Common Stock and                                          
Related Stockholder Matters           Prospectus Summary; 
                                Market for Our
                              Common Stock

21.        Executive Compensation                Management - Remuneration      

22.        Financial Statements                  Financial Statements           

23.        Changes in and Disagreements                                         
with Accountants on Accounting                            
and Financial Disclosure              Not Applicable      

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EXPLANATORY NOTE

     This is our fourth post-effective  amendment to our registration  statement
relating to our previous  registration of one million units. Each unit consisted
of one share of common stock and five two-year  common stock purchase  warrants.
All units were subscribed to in our initial self  underwritten  public offering,
raising  gross and net proceeds of $100,000.  We were  organized as a vehicle to
merge  with  another  company,  pursuant  to  Rule  419 of  Regulation  C of the
Securities Act of 1933. Our first and second  post-effective  amendments related
to our proposed acquisition of Sky E-Com. Our third post-effective  amendment to
our registration  statement  related to our proposed  acquisition of Look Models
International,  Inc. Rule 419 requires that we consummate an acquisition  within
eighteen months from the effective date of our registration  statement.  We were
unable to complete our acquisition of Look Models  International,  Inc. pursuant
to an effective  post-effective  amendment and  reconfirmation  offer within the
required  eighteen  month time frame.  As a result,  the Securities and Exchange
Commission advised us to refund the balance of our subscription  proceeds to our
investors($90,000  after  utilization  of 10% of the  proceeds  for  expenses as
allowed by Rule 419), which we have done. We have been permitted to proceed with
this  post-effective   amendment  in  order  to  disclose  the  details  of  our
acquisition of Look Models and to re-offer one million units,  now consisting of
one share of common stock and two two-year common stock purchase  warrants,  for
an aggregate of $100,000.                                                       

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PROSPECTUS                                                                      

KINGSGATE ACQUISITIONS, INC.
(A Delaware Corporation)

 1,000,000 units consisting of
1,000,000 shares of common stock
2,000,000 two-year redeemable warrants

     In our initial  self-underwritten  public offering  pursuant to Rule 419 of
the Securities Act of 1933, we sold 1,000,000 units at $0.10 per unit raising an
aggregate  of  $100,000.  All the  offering  proceeds  as  well as  certificates
representing  the shares and warrants  purchased in the offering were held in an
escrow account. Pursuant to a Securities Purchase Agreement dated July 25, 2001,
we agreed to  purchase  all of the  outstanding  shares of common  stock of Look
Models  International,  Inc.,  a Delaware  corporation  ("Look  Models") and all
shareholders of Look Models will become our shareholders. Rule 419 requires that
we consummate an acquisition  within  eighteen months from the effective date of
our registration statement. As we were unable to accomplish this goal within the
allotted time frame, we were required by the Securities and Exchange  Commission
to return escrowed funds.  The purpose of this  post-effective  amendment to our
registration  statement is to disclose the completion of our acquisition of Look
Models and to re-offer our 1,000,000 units to the public.  Each unit consists of
one share of common stock and two two-year purchase warrants. Each unit shall be
offered at a $0.10 per unit for an aggregate offering amount of $100,000.       

  These securities have not been approved or disapproved by the securities
and exchange commission nor has the commission passed upon the accuracy or      
adequacy of the prospectus. Any representation to the contrary is a criminal    
offense.                                                                        

 Our shares are not listed on any securities exchange.

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

 This offering involves a high degree of risk. (see "risk factors"
commencing on page x for special risks concerning us and the offering). 

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

 The date of the Prospectus is ______, 2002.

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 TABLE OF CONTENTS

                                                                  Page
                                                                  ----
Prospectus Summary.............................................                 

Summary Financial Information..................................                 

Risk Factors...................................................                 

Terms of the Securities Purchase Agreement.....................                 

Dilution.......................................................                 

Use of Proceeds................................................                 

Capitalization.................................................                 

Proposed Business...............................................                

Management's Discussion and Analysis............................                

Management.....................................................                 

Statement as to Indemnification................................                 

Market for our Common Stock....................................                 

Certain Transactions...........................................                 

Principal Stockholders.........................................                 

Description of Securities......................................                 

Where You Can Find More Information............................                 

Legal Proceedings..............................................                 

Legal Matters..................................................                 

Financial Statements...........................................                 
Kingsgate Acquisitions, Inc.                                                
Look Models International, Inc.                                             
Pro-forma condensed consolidated                                            
balance sheet                                                               

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PROSPECTUS SUMMARY

Kingsgate Acquisitions, Inc.

     We are a Delaware  corporation,  organized  on  September  28,  1999,  as a
vehicle to acquire or merge with a business.                                    

     Our  acquisition  target,  Look Models  International,  Inc., is a Delaware
corporation. Look Models, along with its wholly-owned subsidiaries, operate     

o    a modeling agency,                                     

o    a talent scout and talent development business,        

o    a promotional event management and event licensing     
business, and                                     

o    a product development and distribution business.       

     We maintain our office at 950 11th Street, West Vancouver, British Columbia
V7T 2M3 Canada.  Our phone number is (604)  926-6775.  We intend to relocate our
offices to  Passauerplatz  #1, Vienna 1010,  Austria the present address of Look
Models. The phone number of Look Models is 011-43-1-533-5816;  its fax number is
011-43-1-535-4255; and its email address is agency@link2look.com.               

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The Offering                                                                    

Securities offered                1,000,000 units each consisting of one        
                                share of our common stock, $0.001 par value,
                                one class A warrant and one class B warrant.
(1)         

Offering price                    $.10 per unit.                                

Gross Offering proceeds           $100,000                                      

Expiration date                   The offering will expire one year from        
                               the date of this prospectus unless extended
                      for an additional one year period.

Common stock outstanding                                                        
prior to the offering             2,000,000 shares                              

Common stock to be                                                              
outstanding after the offering    3,000,000 shares                              

Common stock to be                                                              
Outstanding after the                                                           
transaction assuming all                                                        
shares sold in offering           13,500,000 shares                             

Warrants to be outstanding                                                      
after the offering                2,000,000 redeemable warrants                 

(1)  The warrants are exercisable into shares of our common stock until two     
years after the date of this prospectus as follows                    

                              Exercise price       Net proceeds from
                                              exercise
                             --------------     ----------------------
two-year redeemable warrant     $  1.00 per share       $  2,000,000            

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Limited State Registration                                                      

     Initially,  the only state in which our  securities may be sold is New York
State. Therefore, you may only resell your shares or warrants in New York State.
In the event we expand  the  number  of states in which our  securities  will be
sold, we will file a post-effective  amendment to the registration statement and
re-circulate  prospectuses to all prospective investors to whom prospectuses had
previously  been  distributed.  In addition,  we may sell units to investors who
reside in foreign  countries,  including  but not  limited to  Austria.  In that
event,  we will register or qualify the sale of our units in such country unless
an exemption from registration or qualification is available. We intend to offer
our  securities to residents of the Province of British  Columbia,  Canada.  The
sale to  residents  of British  Columbia,  so long the offering is sold to fewer
than 50 subscribers, excluding officers, directors and employees, is exempt from
registration.                                                                   

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 SUMMARY FINANCIAL INFORMATION

     The following is a summary of our financial information and is qualified in
its entirety by our financial statements.*                                      

                                                        [Enlarge/Download Table]


                               From             From         Look Models                               
                              1/1/00          1/1/01         Year ended     Year ended       Pro-Forma 
                            to 12/31/00       to 12/31/01     to 12/31/00     12/31/01        After    
                                                                                           Acquisition 
                                                                                           and sale of 
                                                                                            1,000,000  
                                                                                              shares   
                            -----------      -----------    ------------   ----------     ------------ 
                                                                                                       

Statement of Income Data:                                                                              
Net Sales                   $         0     $        0     $   1,220,841     $ 1,076,237   $ 1,076,237 
Net Loss                    $      (820)    $  (15,365)    $  (1,680,438)    $(1,725,950)  $(1,741,315)
Net Loss Per Share          $      0.00  $        0.01     $       (0.17)          (0.13)        (0.13)
Shares Outstanding                                                                                     
  Common                      3,000,000      3,000,000        10,138,874      10,625,308    13,500,000 
  Preferred                           0              0                 0               0             0 

Balance Sheet Data                                                                                     

Working Capital             $   106,732     $   91,367       $  (553,230)    $(1,842,854)  $(1,599,584)
Total Assets                $   107,232     $   91,867       $ 1,442,313     $   755,631   $   847,498 
Long Term Debt              $         0     $        0       $         0     $         0   $         0 
Total Liabilities           $       500     $      500       $ 1,819,427     $ 2,433,900   $ 2,434,400 
Common stock                      3,000          3,000            10,139          10,626   $    13,500 
Preferred stock                       0              0                 0               0             0 
Additional paid in capital  $   105,215     $  105,215       $ 2,565,946     $ 2,924,078   $ 3,012,571 
Deficit and deficit                                                                                    
 accumulated during                                                                                    
 development stage          $    (1,483)    $  (16,848)      $(3,192,420)    $(4,918,370)  $(4,918,370)

Total Stockholders' Equity  $   106,732     $   91,867       $  (377,114)    $(1,678,269)  $(1,586,902)
    (Deficit)                                                                                          


     *Note  that we were  unable to  complete  our  acquisition  of Look  Models
International,  Inc.  pursuant  to an  effective  post-effective  amendment  and
reconfirmation  offer within the statutorily required eighteen month time frame,
mandated by Rule 419 of the  Securities  Act. As a result,  the  Securities  and
Exchange  Commission  advised  us to  refund  the  balance  of our  subscription
proceeds to our  investors($90,000  after utilization of 10% of the proceeds for
expenses as allowed by Rule 419).  The  subscription  proceeds has been returned
subsequent to the date of this summary financial information.                   

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RISK FACTORS

     An investment in our securities  involves a high degree of risk. You should
carefully  consider,  together  with the  other  information  appearing  in this
prospectus, the following factors in evaluating an investment in our company.   

     We  cannot  assure  you of the  abilities  or  success  of the Look  Models
management team upon whom investors  must  rely  for  our  future  success      
--------------------------------------------------------------------------------

     We have  agreed  that,  upon  the  successful  completion  of our  business
combination  with Look  Models,  we will issue  10,500,000  shares of our common
stock and our founders will transfer  1,000,000 of their shares to  shareholders
of Look  Models so that the  shareholders  of Look  Models  will own  11,500,000
shares of a total of  12,500,000  shares or 92% of our  issued  and  outstanding
common stock.  Assuming the  successful  sale of all 1,000,000  shares of common
stock pursuant to this offering, there will be 13,500,000 shares outstanding, of
which  the  shareholders  of  Look  Models  will  own  85.2%.   Therefore,   the
consummation of this business  combination will result in a change of control to
the present  management  of Look Models and the  resignation  of all our present
officers  and  all of our  directors.  We can  provide  no  assurance  that  the
management  of  Look  Models  will  successfully  run  the  business  after  our
acquisition.                                                                    

     Look Models has experienced  losses and we can give no assurances that Look
Models will become a profitable  venture or that its products and services  will
achieve commercial acceptance.                                                  
--------------------------------------------------------------------------------

     Look Models and its predecessors  have  experienced  losses in the past two
fiscal  years,  as it has  invested  heavily  in the  development  of its  event
management and licensing  business,  as well as its product line. We can give no
assurances that Look Models' new products will be accepted in the marketplace or
that these products will generate revenues.                                     

     Look Models is dependent on its, President,  Wolfgang Schwarz, and upon the
retention of additional qualified management and technical personnel.           
--------------------------------------------------------------------------------

     Look  Models'  success is greatly  dependent on its  president  and largest
stockholder, Wolfgang Schwarz, due to his background, experience and contacts in
the industry and his knowledge of the marketplace and its nuances.  In addition,
Look  Models  must  attract  and retain  qualified  management  for the  further
development  of its  business and  improvement  and  marketing of its  products.
Competition  for  management  and marketing  personnel is intense.  Look Models'
inability to attract additional key employees or the loss of one or more current
key employees  could  adversely  affect it in developing  existing  products and
marketing its products to existing and future clients.                          

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There is no public market for our securities.                                   
------------------------------------------------------------------------------- 

     As of this date,  there is no public  trading  market for our common stock.
Given the small size of this offering,  and the relatively minimal public float,
there is only a very limited  likelihood of any active and liquid public trading
market  developing for the shares.  If such a market does develop,  the price of
our common stock may be volatile.  Thus,  investors  run the risk that they will
never be able to sell their shares.  In any event,  there are  additional  state
securities laws preventing resale  transactions.  While we have solicited Public
Securities of Spokane,  Washington to be our market maker, we can give assurance
that a market can be made in our securities.                                    

We may need additional financing.                                               
--------------------------------------------------------------------------------

     While  the  president  of  Look  Models  has  guaranteed  funding  for  its
operations for up to 25% of the total annual  operating  expenses for 2002, this
guarantee is not without end. No other officers,  directors or affiliates of our
company or Look Models have agreed to lend money to our company or Look  Models.
In order to achieve and maintain our planned growth rate after the merger, which
growth  plan  includes  financing  acquisitions,  Look Models may have to obtain
additional bank financing or sell additional debt or equity securities in public
or private  financing.  Any such financing  could dilute the interest of current
shareholders.  There can be no assurance that any such additional financing will
be available or, if it is available,  that it will be in such amounts and on the
terms that will be satisfactory to Look Models.                                 

There was no independent valuation of the shares in the acquisition transaction.
--------------------------------------------------------------------------------

     The number of our shares to be issued pursuant to the acquisition agreement
was determined by  negotiation  between our company and Look Models and does not
necessarily  bear any  relationship  to Look Models'  asset value,  net worth or
other established  criteria of value and should not be considered  indicative of
the actual  value of Look  Models.  Furthermore,  neither  our  company nor Look
Models has  obtained  either an  appraisal of our  respective  securities  or an
opinion that the acquisition is fair from a financial perspective.              

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     Our  expenses   relating  to  our  initial  public  offering  and  original
post-effective amendment were the following:                                    

Escrow Fee..................................................     $    750       
Securities and Exchange Commission Registration Fee.........     $  1,546       
Legal Fees..................................................     $ 15,000       
Accounting Fees.............................................     $  5,000       
Printing and Engraving......................................     $    500       
Blue Sky Qualification Fees and Expenses....................     $    500       
Miscellaneous...............................................     $    400       
Transfer Agent Fee..........................................     $      0       
                                                        --------
TOTAL.......................................................     $ 23,696       

     We are not  incurring any expenses in connection  with this  offering.  The
following   are   estimated   expenses,   incurred  in   connection   with  this
post-effective amendment, which are payable by Look Models:                     

Securities and Exchange Commission Registration Fee.. ......     $      0       
Legal Fees..................................................     $ 80,000       
Accounting Fees.............................................     $ 40,000       
Printing and Engraving......................................     $  3,500       
Miscellaneous...............................................     $    500       
Transfer Agent Fees.........................................     $  1,500       
                                                        --------
TOTAL.......................................................     $125,500       

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DILUTION

     The  difference  between the  initial  public  offering  price per share of
common  stock and the net  tangible  book value per share  after  this  offering
constitutes the dilution to investors in this offering.  Net tangible book value
per share of common stock is determined by dividing our net tangible book value,
which is total tangible assets less total  liabilities,  by the number of shares
of common stock outstanding.                                                    

     As of December 31, 2001,  our net tangible  book value was $91,367 or $0.03
per share of common stock.  Excluding the $100,000  proceeds of the offering and
the 1,000,000  shares issued in the offering,  our net tangible book value as of
December  31, 2001 was $0 or $0 per share of common  stock.  Net  tangible  book
value represents the amount of our total assets,  less any intangible assets and
total liabilities. Our net tangible book value (deficit) as of December 31, 2001
on an unaudited pro forma combined basis, taking into account the acquisition of
Look  Models,  Inc. and  issuance of  10,500,000  shares of common stock to Look
Models' present shareholders was $(1,691,712),  which represents net liabilities
increased by intangible assets of $104,810,  or approximately $(0.13) per share,
based on 13,500,000  outstanding  shares of common stock,  after consummation of
the  transaction  and assuming  sale of all  1,000,000  shares  pursuant to this
offering.  The result will be an immediate  reduction in net tangible book value
of $0.13 per share to our  present  shareholders  and an  immediate  decrease of
$0.23 per share to the public investors on a post-offering basis and post-merger
basis  assuming  1,000,000  shares of our common stock are sold pursuant to this
offering.                                                                       

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The following tables illustrate this dilution:                                  

                                                                [Download Table]

                                                                          100%  
                                                                                
 Public offering price per share                           $.10          $.10   

 Net tangible book value per share                                              
 before the offering                           $0.0                             

 Increase per share attributable                                                
 to new investors                              $0.03                            
                                                ----                            
                                               $0.03                            
 Decrease per share attributable to                                             
   Acquisition of Look Models                  (0.16)                           
                                               -----                            
 Pro forma net tangible book value                                              
         Per share with the offering                                            
         And acquisition of Look Models                   ($0.13)        ($0.13)
                                                           -------       ------ 
Dilution per share to                                                           
new investors                                              $0.23          $0.23 
                                                           =====         ====== 

 Proforma net tangible book value per share                (0.13)         (0.13)
                                                           =====         ====== 
 Post-merger dilution per share to new                                          
  investors                                                $0.23          $0.23 
                                                           =====         ====== 

     The tables are based upon the  potential  acquisition  of Look Models,  the
possible  issuance of  10,500,000  shares of common stock to present Look Models
stockholders,  the total issued and outstanding  shares being equal to 13,500,00
and the assumptions  that 100% of our 1,000,000  shares of common stock are sold
in this offering.                                                               

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TERMS OF THE SECURITIES PURCHASE AGREEMENT

     The terms of our  acquisition  of Look Models are set forth in a securities
purchase  agreement,  dated  July  25,  2001,  by and  among  us,  our  founding
stockholders,  Look Models  International,  Inc.  and the  stockholders  of Look
Models International, Inc.                                                      

The agreement includes the following terms:                           

o    All issued and  outstanding  shares of common stock of Look Models shall be
     exchanged for an aggregate of 10,500,000 of our shares of common stock,  in
     proportion  to the holdings of the Look Models  stockholders.  In addition,
     our founding  stockholders will transfer to Wolfgang Schwarz,  1,000,000 of
     their shares.  The former  stockholders  of Look Models will own 11,500,000
shares of our common stock representing 85.2% of the combined entity. 

o    Our  founders  will  transfer  a portion of their  shares to the  following
     parties in  consideration of various  services.  R. Scott Barter acted as a
     finder for this  transaction.  The founders will transfer 125,000 shares of
     their  founders'  stock to him. Mr. Barter will be given the opportunity to
     purchase 125,000 units in our offering. Jack Rubinstein will act as advisor
     to the  company  in  respect  to  locating  key  executives  and  strategic
     alliances as well as in the  provision  of product  marketing  advice.  The
     founders will transfer  125,000 shares of their founders' stock to him. Mr.
     Rubinstein will be given the  opportunity to purchase  125,000 units in our
     offering. Richard Cohen will act as an advisor to the company in connection
     with the  management  and  marketing  expertise  gained  from his  business
     experience,  including  but  not  limited  to his  service  as  the  former
     president of General Media,  Inc. The founders will transfer 125,000 shares
     of their  founders'  stock  to him.  He will be given  the  opportunity  to
purchase 125,000 units in our offering.                               

o    Look Models has funded our  counsel's  legal fees in  connection  with this
     post-effective  registration statement. In consideration of all prior legal
     services  Mrs.   Corvino  has  rendered  to  our  company,   including  the
     preparation of our last post-effective amendment, and in lieu of additional
     cash  compensation,  our founders have awarded her 125,000  shares of their
     common stock. If the acquisition is ratified,  our  stockholders  will give
 her the opportunity to purchase 125,000 of their units in our offering.

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Effect on current management                                          

     We will pay no fees or other  compensation  to  present  management  or our
affiliates  nor have we entered into or intend to enter into any  understandings
for any future arrangements that will result in income for current management or
our  affiliates.  None of our  management  or  directors  will be a part of Look
Models'  management  or its board.  No person  associated  with our company will
receive any form of compensation  for the acquisition  transaction.  Although no
assurances can be given, our board of directors believes that our acquisition of
Look Models represents a good investment opportunity.                           

Accounting Treatment                                                  

     Although  we are the  parent  corporation,  for  accounting  purposes,  our
acquisition  of Look Models is treated as the  acquisition of us by Look Models.
This is known as a reverse  acquisition and a  recapitalization  of Look Models.
Look Models is the  acquirer  for  accounting  purposes  because the former Look
Models  stockholders  will receive the larger percentage of our common stock and
voting  rights  than our current  stockholders.  The fiscal year will remain the
same as both our company and Look Models have the same fiscal year, December 31.

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 USE OF PROCEEDS

     The gross proceeds of this offering if fully  subscribed  will be $100,000.
The entire proceeds of this offering will be used to pay legal, and a portion of
the accounting fees associated with this offering.                              

     If the  offering  is fully  subscribed,  there will be  2,000,000  warrants
outstanding. Upon exercise of these 2,000,000 warrants, Look Models will receive
gross  proceeds of $2,000,000.  We intend to use 40% of the warrant  proceeds to
pay outstanding  officer loans and 60% of the warrant proceeds for marketing our
cosmetics and accessory lines.  Although Mr. Schwarz is currently owed $812,911,
in order to avoid  using  company  revenue  to pay his  loan,  he has  agreed to
postpone  payment of this amount until such time as  additional  money is raised
vis-a-vis the warrant exercises.                                                

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 PROPOSED BUSINESS

Forward-looking Statements                                                      

     Certain  statements  contained  under this  caption and  elsewhere  in this
prospectus  regarding matters that are not historical facts are  forward-looking
statements as defined in the Private  Securities  Litigation Reform Act of 1995.
All statements that address operating  performance,  events or developments that
our  management or the management of Look Models expects to incur in the future,
including  statements  relating  to sales  and  earnings  growth  or  statements
expressing general optimism about future operating results,  are forward-looking
statements.   These   forward-looking   statements  are  based  on  Look  Models
management's current views and assumptions regarding future events and operating
performance.  Many factors could cause actual results to differ  materially from
estimates contained in these forward-looking  statements. The differences may be
caused by a variety of factors,  including, but not limited to, adverse economic
conditions,  competitive pressures,  inadequate capital, unexpected costs, lower
revenues or net income,  the  possibility of  fluctuation  and volatility of our
operating results and financial condition,  inability to carry out marketing and
sales plans and loss of key executives, among other things.                     

History of our company and of the transaction                                   

     We were organized on September 28, 1999 as a blank check company,  which is
essentially  a  vehicle  to  pursue  a  business  combination.  We  offered  our
securities to the public  pursuant to Rule 419 and closed our offering,  raising
proceeds of $100,000 on July 27, 2000. After we closed our offering,  we located
Sky E-Com,  a company  our  management  believed  to be a  suitable  acquisition
target,  entered  into an  agreement  to acquire  it and filed a  post-effective
registration  statement  documenting the transaction.  However,  after receiving
comment  from the  Securities  and  Exchange  Commission  that Sky  E-Com was an
unsuitable target as it might not be considered to be an operating business,  we
terminated the transaction.  After this transaction was terminated, our officers
and directors continued their search for an acquisition candidate. In early July
2001, we learned of an  international  modeling  agency that was seeking to be a
public company.  Negotiations were commenced and a securities purchase agreement
between  the  parties  was  signed on July 25,  2001.  None of our  officers  or
directors had any preliminary  contact or discussions with any representative of
Look Models  regarding a business  combination  until subsequent to the close of
our offering.                                                                   

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     Rule 419 requires that we complete an acquisition within eighteen months of
the effective date of our registration  statement. As we were unable to complete
an acquisition within this time frame, we were required to refund the balance of
our escrow  account to our investors.  In accordance  with Rule 419, we utilized
10% of the proceeds of our offering  ($10,000) for expenses relating to updating
our financial  statements,  and preparing  our first  post-effective  amendment.
Pursuant  to  our  escrow  agreement  with  Chittenden  Bank,  we  have  advised
Chittenden  to refund  the  balance of our escrow  agent to our  investors,  and
Chittenden Bank has advised us that it has done so.                             

Employees                                                                       

     We  presently  have no  employees.  Look Models has  twenty-six  (26) total
employees,  of which twenty three (23) are full time employees and three (3) are
freelance.                                                                      

Facilities                                                                      

     We are presently using the office of our President, Barney Magnusson, at no
cost,  as our  office,  an  arrangement  which we expect to  continue  until the
consummation  of our  acquisition  of Look  Models.  We presently do not own any
equipment,  and do not intend to  purchase or lease any  equipment  prior to the
consummation of the acquisition.                                                

     Look Models does not own any real estate,  but has a protected lease on its
offices in Vienna  pursuant  to Austrian  law.  As a result,  Look Models has an
indefinite  leasehold.  Look Models owns and leases  sophisticated  computer and
graphic production equipment for photo shoots, Internet activities,  and events.
It owns other personal property and business furniture in its business premises.

Description of the Business of Look Models International, Inc.                  

Business Development:                                                 

     In 1979, Mr.  Wolfgang  Schwarz,  president,  chief  executive  officer and
chairman of the board of Look Models  International,  Inc. and its subsidiaries,
launched a series of European  contests  for models  using the name "The face of
the 80's".  In 1986 he  started  the Look of the Year  contest  in  Austria  and
Hungary, and achieved considerable success with that concept. In 1986, he formed
an   Austrian   company   under   the   name   Wolfgang   Schwarz   Sport-   und
Kultwveranstaltungen  GmbH, Vienna.  This company later changed its name to Look
Eventmanagement  GmbH,  and is now a  wholly  owned  subsidiary  of Look  Models
International.  In 1987,  Mr.  Schwarz  established  the first Eastern  European
modeling  agency in  Hungary  using the name "The  Girls and  Boys",  which also
became a market leader.  In 1989, Mr. Schwarz and John  Casablancas of the Elite
Modeling  Agency in New York,  one of the leading  model  agencies in the world,
agreed to develop the Look of the Year  contest in 15  countries  in Central and
Eastern Europe. It has been an extremely  successful business initiative for Mr.
Schwarz,  and since 1993, Look has become the large supplier of new faces to the
modeling world.                                                                 

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     From  1994 to the  present,  Mr.  Schwarz  has  built  Look  Models  into a
prestigious  European contest platform and modeling agency,  while continuing to
discover  and promote new faces.  He has helped  discover top models like Teresa
Maxova, Nina Moric, Svetlana,  Tatjana Dragovic and others, and has launched the
careers of many others.  Look Models  currently  represents high profile models,
such  as  Naomi  Campbell,   Linda  Evangelista,   Karolina  Kurkova  and  Viera
Shottertova  in Europe,  as well as many rising  stars.  Mr.  Schwarz has formed
several affiliated companies through which he operates the following businesses:

o    a modeling agency,                                               

o    a talent scout and talent development business,                  

o    a promotional event management and event licensing business, and 

o    a product development and distribution business.                 

     The corporate structure of Look Models  International and its affiliates is
as follows:                                                                     

 -----------------------------------------
Look Models International, Inc
 Delaware, USA
 -----------------------------------------

100%
 -----------
 -----------------------------------------
Fordash Holdings Ltd
 Bahamas
 -----------------------------------------

100%
 ---------------------
 -----------------------------------------
 Look Eventmanagement GmbH
 Vienna, Austria
 -----------------------------------------

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

   100%                                     100%
--------------------------------------     ---------------------------------- 
   Look Model Management GmbH               Look Model Management spol sro
      Vienna, Austria                       Prague, Czech Republic
--------------------------------------      --------------------------------- 

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     Look Models  International,  Inc. is a holding  company that was  organized
under the laws of the State of Delaware on June 12, 2000. On September 26, 2000,
Look Models  acquired all the issued and outstanding  stock of Fordash  Holdings
Ltd., a Bahamian  holding  company  organized in July 1999 and 100% owner of all
Look Models  affiliates.  The  interests  of Fordash  are wholly  owned by Monti
Fiduciaria  S.A., in trust for Wolfgang  Schwarz.  As originally  intended,  Mr.
Schwarz  wanted an equity  partner who would share in the company's  operations,
fund-raising and management.  Mr. Schwarz  anticipated that Look Models would be
used as the vehicle to accomplish this goal, that the interests would be divided
up and that as a bonus,  Mr.  Schwarz  through  Fordash  would receive an equity
distribution  of one million  dollars.  This  transaction was terminated and Mr.
Schwarz extinguished the $1,000,000 payable having determined that it was not in
the best interest of the company to take a distribution  at that time.  Instead,
the  transfer was treated as a  recapitalization,  as the  shareholders  of Look
Models acquired all the stock of Fordash.  In addition,  Mr. Schwarz  determined
that a Delaware  holding  company would be a good vehicle through which to enter
the U.S. equity marketplace.                                                    

     The  remaining  elements  of the Look  Models  family of  companies  are as
follows:   Fordash   owns  all  the  issued  and   outstanding   stock  of  Look
Eventmanagement  GmbH,  an  Austrian  company  organized  in 1986 under the name
Wolfgang   Schwarz   Sport-  und   Kultwveranstaltungen   GmbH,   Vienna.   Look
Eventmanagement owns all the issued and outstanding stock of two companies, Look
Model Management GmbH, an Austrian company,  and Look Model Management spol sro,
a Czech Republic company.                                                       

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Business of Issuer                                                              
------------------                                                              

     Look Models and its  subsidiaries  operate its business in three  segments:
Event Management, Model Management and Product Development and Distribution.    

Event Management:                                                     

     Look  Eventmanagement  GmbH operates an event management and model scouting
business.  It sources new models and organizes  model search and contest events.
These events are  sponsored by a wide variety of  companies,  including  hotels,
manufacturers and national airlines,  such as Hilton Hotels,  Timex and Austrian
Airlines and are attended by agents and  industry  professionals  in the hope of
signing on new models.  The selected  models'  contracts are signed through Look
Model   Management.   In  addition  to  hosting   these  events   itself,   Look
Eventmanagement licenses to third parties the right to operate these events, and
obtains a license fee and continued royalties pursuant to such licenses.        

     During 1999 and 2000, the company decided to create brand awareness for the
"Look"  name,  its  products,   and  its  business  model.   Accordingly,   Look
Eventmanagement  organized  national and international  model search and contest
events.  Initially,  the company  funded all these  events  itself,  in order to
enhance its  reputation  and build its brand.  Look  Models  intends to generate
continued revenue from these relationships by entering into licensing agreements
and sponsorship deals.                                                          

     The structure of a licensing deal is that Look  Eventmanagement  is paid an
initial  licensing fee between  $15,000 and $50,000 and retains a portion of the
revenue  generated from sponsors of the events.  Examples of companies that have
sponsored Look Eventmanagement events include:                                  

NOKIA                                     PROCTOR & GAMBLE    
LUMENE                                    ABSOLUT             
CASINOS AUSTRIA                           DINERS CLUB         
DIVA                                      PEUGEOT             
PEEK & CLOPPENBURG                        CASALL              
HABARI                                    SONY MUSIC          
BMG                                       MANGO               
CHRYSLER CORPORATION                      MERCEDES BENZ       
LUFTHANSA                                 L'OREAL             
   REPLAY                                    INTERCONTINENTAL HOTELS
SHIMAN                                    PLANET HOLLYWOOD    
UNILEVER                                  LE MERIDIEN         
LAUDA-AIR                                 CHAMPAGNE POMMERY   
MARBERT                                   AUSTRIAN AIRLINES   
WARSTEINER                                MARTINI             
OIL OF OLAY                               MARRIOTT HOTEL      
    PANTENE                                   LEVI STRAUSS AND COMPANY
HILTON HOTELS                             HOLIDAY INN         
ELIZABETH ARDEN                                               

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     In the event marketing,  licensing and sponsorship businesses,  Look Models
targets companies with expertise in event marketing, and is focusing its efforts
to sign up licensees in major  European  markets.  In 2001,  Look Models through
Look Eventmanagement targeted several countries in which it will seek to develop
strategic licensing relationships,  including Germany, Slovakia, Czech Republic,
Hungary, Turkey, Greece, Portugal,  Sweden, Russia,  Luxemburg,  Romania and the
Baltic  nations.  Look  Models  also  intends  to  solicit  franchises  in these
countries  for the Look and Catwalk  branded  products.  In addition,  the event
management company is designing a new, worldwide Internet oriented model contest
in order to further generate revenues through licenses and sponsorship fees.    

     The model  search and  contest  process  also  provides  Look Models with a
steady  stream of young  models  that  join its  portfolio  of faces for  future
placement.                                                                      

Model Management:                                                     

     Look Model  Management  GmbH  ("Look  Model  Management")  operates a model
agency in Austria,  while Look Model Management spol sro operates a model agency
in the Czech  Republic  ("LMM  Czech").  Look  Models also  operates  offices in
Bratislava,  Slovakia  and  Belgrade,  Yugoslavia  and has  operations  in other
European  countries,  including  Turkey,  Croatia,  Poland,  and Romania.  These
companies contract with models and place them at other agencies around the world
as well as directly with clients, such as public relations firms,  cosmetics and
clothing companies, consumer goods companies, airlines, and so forth.           

     Other clients of modeling agencies typically include the following:

o    Advertising companies / agencies;                                

o    Photographers and Production Agencies;                           

o    Designers;                                                       

o    Fashion Event Organizers;                                        

o    Media;                                                           

o    Film and Video Production Companies (Commercials).               

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     Currently,  Look Models  through  Look Model  Management  and LMM Czech has
contracted  with  approximately  250 models  worldwide.  Look  Models  currently
represents  high profile  models,  such as Naomi  Campbell,  Linda  Evangelista,
Karolina Kurkova and Viera  Schottertova in Europe,  and,  although no assurance
can be given,  expects  to  continue  to offer  services  to such high  profile,
established  models.  In  addition,  Look Models  strategy,  through  Look Model
Management  is to invest in the future of young  models in the hope that it will
benefit when these models develop in their careers. However, no assurance can be
given  that Look  Models  will ever  receive  a return  on its  investment  in a
significant  number of its models due to a variety of factors,  such as changing
consumer tastes,  personal  difficulties of the models,  emotional  inability to
perform in the modeling world, lack of modeling assignments, economic downturns,
more affordable replacements for models.                                        

     The revenue from the model  management  business is derived  primarily from
Austria,  which is a  relatively  small  market.  Additionally,  there  are some
international   bookings  that  supplement  the  Austrian  revenue.   The  model
management business bears the cost, however,  of the Prague,  Warsaw,  Budapest,
Belgrade,  Istanbul  and  Bratislava  offices,  as these  offices are  formation
centers  that  develop  local model talent until these local models are ready to
work internationally. The revenue that Look generates from its modeling agencies
generally mirrors the following formula,  which is industry standard:  For every
booking,  the modeling agency that has the rights to the model's  activities and
promotion the "mother agency") receives 45%; 25% from the model and 20% from the
clients for direct  bookings.  If a model is placed with a partner or affiliated
agency,  the "mother  company"  usually  receives  10% for  national and 20% for
international  campaigns.  With the  business  model  that  Look  Models  is now
pursuing,  Look Models  revenue will be  maximized  through  increased  Internet
booking of these  models,  which Look Models  believes will provide it with a an
even greater return than that paid by outside  agencies.  Look Models also plans
to acquire agencies in the so-called "large" markets,  such as London, New York,
Paris, and Munich,  to name a few. These  acquisitions will allow Look Models to
place  its  home  grown  models  in  international  agencies  it  owns,  thereby
generating larger fees.                                                         

     Look  Models is  currently  constructing  what it  believes to be the first
Internet portal with a software that will guarantee  worldwide  bookings online.
The  web-site is located at  www.link2look.com.  Look Models  intends to use its
portal web-site aggressively and, while no assurance can be given, believes that
this global booking structure is the future of the business.  Nina Ricci, Paris,
Grey  Germany,  and NEWPORT News USA, are a few clients that have already  taken
advantage of utilizing Look Models' new software.                               

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     In addition,  part of Look Models' business plan is to form, acquire and/or
develop  strategic  relationships  with other model  agencies in the world's top
markets.  Look Models believes that combined with its Internet booking services,
such acquisitions will give it an increased share of the global marketplace.    

Licensing.                                                            

     Look Models has licensed the use of its name to a restaurant,  known as the
"Look Bar". In addition to filing trademark applications to extend its trademark
protection to the name "Look Bar", Look Models has protected the use of its name
and image by Look Bar  through a License  Agreement.  The license for the use of
the name "Look Bar" provides Look Models with an annual license fee. The license
fee, currently 7,267EUR is subject to increase in successive years.             

Product Development and Distribution:                                 

     Look Models is currently  developing a line of cosmetic products,  lingerie
and  accessories  under the brand names "Look" and "Catwalk"  aimed at the young
female market worldwide.  Look Models works with Uli Petzold, an internationally
renowned  designer  who is a director of Look  Models,  in the creation of these
products.  Look Models has applied much of its 1999,  2000 and 2001  revenues to
finance its product line and web site development,  as management  believes this
is a good  investment  in future  revenue  production.  Look  Models has already
developed  perfume,  eau  de  toilette,  body  milk,  body  splash  and  perfume
towelettes  and has produced  35,000 units of the fragrance and cream  products,
and 500,000 promotional perfume towelettes. These products are being distributed
by Douglas  Parfumerie,  an exclusive  purveyor of fragrances and cosmetics that
has approximately  800 locations in Europe,  and one store in the US, located at
Grand Central  Station in New York. To date, the Look Models and Catwalk branded
products can be found in three countries,  Austria, Czech Republic and Slovakia.
By the end of this year,  these products should also be available in Turkey.  To
date the  company  has sold more than 7,000 units of  fragrance  and cream,  and
150,000 towelettes.                                                             

     Look  Models  believes  that  it  has  developed   products  with  superior
ingredients,  sophisticated packaging, and innovative characteristics.  While no
assurances  can be given,  Look Models  believes that its products will generate
substantial revenue. It is currently  developing  aromatherapy,  sunscreen,  and
what it believes to be very trendy items oriented towards the modeling industry.
This division is developing lingerie, outfits for sports and leisure, swimsuits,
beachwear,  travel and cosmetics  bags, and other items that it believes  models
favor and that will be desirable to the young female population. Look Models has
developed four sample collections of "cult items" such as leather jackets, caps,
model backpacks,  workout outfits and lingerie.  However, this collection is not
yet in  production  and Look  Models  has  entered  into no  contract  for their
distribution.                                                                   

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     On November  15,  2001,  Look Models  entered  into a five year,  renewable
International  Production and  Distribution  Agreement  with  Dialpack,  Inc., a
German corporation,  pursuant to which it has obtained,  among other things, the
worldwide right to promote and distribute a patented  cosmetics  dispenser under
our Look Models and  Catwalk  labels.  Look  Models will also act as  Dialpack's
exclusive distributor in Eastern Europe for all uses of the product and in North
America  for  specific  model-related  uses.  The  product  is a  two  cartridge
dispenser  that can adjust the amount of filler  dispensed  from each  cartridge
with the turn of a dial.  Look Models  intends to  distribute a line of suncreen
products  that can deliver any range of sun  protection  factor (SPF) by dialing
the front of the container. It also anticipates distributing a foundation makeup
that can  range in shade  according  to a turn of the  dial.  As a result of the
agreement  with  Dialpack,  Look Models has entered  into a  three-year  Product
Distribution  Agreement  on  December  5,  2001  with  Models  Prefer,  Inc.,  a
Connecticut corporation.  Under this agreement,  Look has granted exclusive U.S.
distribution  rights for the  distribution  of a moisturizing  make up, or other
such products, in the Dialpack dispenser so long as it meets pre-set milestones.
Models Prefer  anticipates  marketing its products over  televised  distribution
channels, such as QVC. In addition,  under the terms of the Product Distribution
Agreement,  Look Models is guaranteed minimum purchases of the dispenser,  which
are expected to generate  revenues to Look Models of approximately  $575,000.00,
$900,000.00,  and $1.2 million over each of the three years ending  November 30,
2002, 2003 and 2004,  respectively.  In addition,  the exclusivity  provision of
this  agreement  provides that the above  revenues will double in the event that
Models Prefer exercises its exclusivity rights.                                 

     The company  also  intends to build value in its brand names so that it can
license its brand name to other manufacturing and distribution  companies.  Look
Models may form a wholly owned subsidiary to conduct these operations.          

Distribution methods of the products or services                                
------------------------------------------------                                

     Through Look Eventmanagement,  a scouting network is utilized to source and
contract with the models.  Look  Eventmanagement's  employee's  and  independent
contractors  travel to various events to find new models.  They call,  write and
meet with various  companies to sponsor these events and to license the right to
hold Look Model contests.                                                       

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     Look Models  presently  distributes its cosmetic  products  through Douglas
Parfumerie.  It will seek the services of other  distributors as well as use its
in-house  staff and its  president  to market  its  products  to large  cosmetic
companies, department stores and catalogue companies.                           

     Look Modelmanagement  booking agents use phone, fax, in person meetings and
the  Internet  to place  models with other  agencies  as well as  directly  with
clients.                                                                        

     Look Models also anticipates  utilizing its web-site as a distribution tool
to market is products as well as place its models.                              

     Look  Models  also  intends to build  value in its brand  names in order to
build sales and attract  sponsors and  licensees.  Its model  contests have been
televised in Turkey and it has staged press events such as large outdoor  runway
presentations in Vienna to launch its products.                                 

Competition                                                                     

     We face intense  competition  with  respect to  marketing  our own brand of
fragrance,  cosmetic  items and health and beauty aid products.  We compete with
major  health  and beauty  aid  companies,  as well as  fragrance  and  cosmetic
companies  who  have  well-established  product  lines,  spend  large  sums  for
advertising  and  marketing and have far greater  financial and other  resources
than we do. We also  compete  with these  companies  for shelf space and product
placement in various retail outlets.  The  distribution of health and beauty aid
products  is  also  extremely   competitive.   We  compete  with  pharmaceutical
wholesalers that carry health and beauty aid products,  as an accommodation  for
their  customers.  Many of these  wholesalers  have greater  financial and other
resources than we do. We believe that we compete on the basis of our development
of a superior  line of products that will be marketed to the young female market
worldwide as the type of products  models prefer.  In addition,  we believe that
the  innovative  and patented  Dialpack  product will generate much interest and
substantial revenue.                                                            

     The apparel industry is highly  competitive and fragmented,  and is subject
to rapidly  changing  consumer  demands  and  preferences.  We believe  that our
success  will  depend in large part upon our  ability to  anticipate,  gauge and
respond to changing  consumer  demands and fashion trends in a timely manner and
upon the  appeal to  consumers  of the Look and  Catwalk  brand  image.  We will
compete  with  numerous  apparel  manufacturers  and  distributors  and  several
well-known  designers.  Many of our competitors have greater financial resources
than we do.  Although  the level  and  nature of  competition  differ  among our
product  categories,  we believe  that we will compete on the basis of our brand
image, quality of design, workmanship and product assortment.                   

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     The modeling business is highly competitive, globalized and fragmented, and
is also subject to changing demands and preferences.  In the modeling  industry,
there is a low capital  requirement to begin  operations,  and consequently Look
Models has  estimated  that there are over  twelve  thousand  (12,000)  modeling
agencies  worldwide.  There is a high cost to the clients for use of models, and
the fixed  costs tend to be uniform  worldwide.  There is often  little  loyalty
between models and agencies,  and reputation and local  connections  are some of
the key  factors  that  distinguish  agencies.  Look  Models  believes  that its
reputation has earned it much model loyalty. In addition,  its model contest and
scouting  network  have  resulted  in a stream of new  talent  for its  modeling
agencies.  Look is the top  modeling  agency in  Austria,  the  Czech  Republic,
Slovakia and Yugoslavia based on its reputation,  model loyalty,  and ability to
place its  models  all around the  world.  Look  Models  methods of  competition
include,  its scouting  network,  its unique Internet booking system, as well as
what it considers its leverage on its reputation and loyalty of its models.     

Sources and availability of raw materials                                       
-----------------------------------------                                       

     Look Models relies on its scouting network to source new faces and contract
with these  models.  Look Models  believes it has great reach and  influence  in
terms of  attracting  modeling  talent from the Eastern Block  countries,  which
forms the basis of its new model  intake,  and a large part of the current trend
in the industry.                                                                

     We source products through numerous suppliers.  We seek to achieve the most
efficient means for timely delivery of our high quality products.               

     We do not own any  production  equipment.  The products we  distribute  are
manufactured and supplied by independent foreign and domestic companies. Many of
these  companies  also  manufacture  and supply  health and beauty aid products,
fragrances and cosmetics for many of our competitors.  We purchase our cosmetics
and fragrances  products from  manufacturers  selected by our creative  director
based on best price and terms  through  XODESIGNGROUP,  a company with which Mr.
Petzold  was  formerly  associated.  We  purchase  the  patented  two  cartridge
dispensers we will now distribute from Dialpack,  Inc. We are presently sourcing
manufacturers of our clothing and accessory line.                               

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Patents, trademarks,  licenses, franchises,  concessions,                       
royalty agreements or labor contracts, including duration.                      
----------------------------------------------------------                      

     Look Models has filed a trademark application with the United States Patent
and Trademark Office for the mark "Look Models" in International Class 003. This
application  was filed on January 19, 2001, and has been assigned  Serial Number
76/199318. Look Models has also registered the mark "Look Models" in Belgium,the
Netherlands,  Luxembourg,  Bosnia  and  Herzegovina,  Bulgaria,  Croatia,  Czech
Republic,   France,   Germany,   Hungary,   Italy,  Latvia,  Poland,   Portugal,
Romania,Russian Federation, Slovakia, Slovenia, Spain, Switzerland,  Yugoslavia,
Lithuania,  and the United  Kingdom,  under the Madrid  Agreement and the Madrid
Protocol.  The mark is filed in  International  Classes  003, 35, 41 and 42. The
Registration Number is 739 473, and the date of the registration is May 2, 2000.

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 Management's Discussion and Analysis of
 Financial Condition and Results of Operations

     You should read the  following  discussion  and analysis  together with the
"Pro Forma Condensed  Consolidated  Financial  Information" and the accompanying
introduction  and  notes,  as well as the  Look  Models  consolidated  financial
statements and their accompanying notes,  included elsewhere in this prospectus.
This  discussion and analysis is a presentation by the management of Look Models
of their financial condition and result of their operations, as our company will
assume their business operations.                                               

     Certain  statements  contained  under this  caption and  elsewhere  in this
prospectus,  regarding matters that are not historical facts are forward-looking
statements as defined in the Private  Securities  Litigation Reform Act of 1995.
All statements that address operating  performance,  events or developments that
our  management or the management of Look Models expects to incur in the future,
including  statements  relating  to  sales  and  earning  growth  or  statements
expressing  general optimism about future operating results are  forward-looking
statements.   These   forward-looking   statements  are  based  on  Look  Models
management's current views and assumptions regarding future events and operating
performance.  Many factors could cause actual results to differ  materially from
estimates contained in these forward-looking  statements. The differences may be
caused by a variety of factors,  including, but not limited to, adverse economic
conditions,  competitive pressures,  inadequate capital, unexpected costs, lower
revenues or net income,  the  possibility of  fluctuation  and volatility of our
operating results and financial condition,  inability to carry out marketing and
sales plans and loss of key executives, among other things.                     

Critical Accounting Policies and Estimates                                      

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

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect our reported assets,  liabilities,  revenues
and expenses,  and our related  disclosure of contingent assets and liabilities.
On an on-going  basis,  we evaluate our  estimates,  including  those related to
revenue recognition, bad debts, intangible assets and income taxes.             

We believe the following critical accounting policies and the related judgments 
and estimates affect the preparation of our consolidated financial statements.  

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     We recognize  revenue when it is earned and record  accounts  receivable at
that time. We do not account for revenue based on  contractual  arrangements  in
advance of their being earned.                                                  

     We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments.  If the financial
condition of our customers  were to  deteriorate,  resulting in an impairment of
their ability to make  payments,  additional  allowances  may be required  which
would result in an additional general and  administrative  expense in the period
such determination was made.                                                    

We do not have any of the following:                                            

o    Off-balance sheet  arrangements.                                           

o    Certain  trading  activities  that include  non-exchange  traded  contracts
     accounted for at fair value. o Relationships  and transactions with persons
     or entities  that derive  benefits from any  non-independent  relationships
other than related party transactions discussed herein.               

Overview of our Business                                                        
------------------------                                                        

GENERAL                                                                         
-------                                                                         

     Look Models operates a model management and event management business. Look
Models is also distributing in Europe, perfume, eau de toilette, sunscreen, body
milk and body splash products under the name "Catwalk." Furthermore, Look Models
also distributes,  pursuant to a Distribution  Agreement with Dialpack, a German
corporation,  Dialpack's  patented  dispenser.  The dispenser is  distributed in
Europe,  under the names  "Catwalk"  and  "Look",  and in the United  States the
dispenser is distributed to a Connecticut  corporation which sells its products,
under the name "Models Prefer," over the televised shopping channel, QVC.       

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     The model management  business mediates models in Vienna,  Prague,  Warsaw,
Budapest,  Belgrade,  Istanbul  and  Bratislava.  The  revenue  from  the  model
management  business is derived  primarily  from Austria,  which is a relatively
small  market.   Additionally,   there  are  some  international  bookings  that
supplement the Austrian revenue.  The model management  business bears the cost,
however,  of the Prague,  Warsaw,  Budapest,  Belgrade,  Istanbul and Bratislava
offices,  as these offices are formation centers that develop local model talent
until these local  models are ready to work  internationally.  The revenue  that
Look  generates  from its  modeling  agencies  generally  mirrors the  following
formula, which is industry standard: For every booking, the modeling agency that
has the rights to the model's  activities  and  promotion  the "mother  agency")
receives  45%, 25% from the model and 20% from the clients for direct  bookings.
If a model is placed with a partner or affiliated  agency,  the "mother company"
usually receives 10% for a national and 20% for  international  campaigns.  With
the business model that Look Models is now pursuing, Look Models revenue will be
maximized through increased Internet booking of these models,  which Look Models
believes will provide it with a an even greater return than that paid by outside
agencies.  Look Models also plans to acquire  agencies in the so-called  "large"
markets,  such as London,  New York,  Paris,  and Munich,  to name a few.  These
acquisitions  will  allow  Look  Models  to  place  its  home  grown  models  in
international  agencies it owns,  thereby  generating  larger fees.  Part of the
model management  business is a division we call model movement.  Model movement
places  models with  partner  agencies  around the world.  The event  management
company is designing a new,  worldwide  Internet oriented model contest in order
to further generate  revenues through licenses and sponsorship  fees. We believe
that both model  management and model movement will increase their volume though
our Internet portal.                                                            

Foreign Exchange Issues                                                         
-----------------------                                                         

Foreign currency translation:                                                   
-----------------------------                                                   

     The financial  position and results of operations of the Company's  foreign
subsidiaries are measured using local currency as the functional  currency.  The
functional currency for most foreign operations is the Austrian Schilling, which
was replaced by the Euro in January 2002. Conversion to the Euro is not expected
to  have  an  impact  on  the  Company's  financial  condition  and  results  of
operations. Revenues and expenses of such subsidiaries have been translated into
U.S. dollars at average exchange rates prevailing during the period.  Assets and
liabilities  have been  translated  at the rate of exchange at the balance sheet
date.  Translation gains and losses are included in other comprehensive  income.
Aggregate  foreign  currency  transaction  gains and losses are  included in the
results of operations as incurred.                                              

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 LOOK MODELS INTERNATIONAL, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                [Download Table]

                         December 31, 2001  December 31, 2000
                                USD                USD       
                                                             

Sales                     $  1,076,237      $   1,220,841    
Cost of Sales                 (662,601)          (839,754)   
                          --------------    --------------   
Gross margin                   413,636            381,087    
                          --------------    -------------    

Selling expenses              (430,375)          (483,378)   
Administrative expenses     (1,648,951)        (1,503,701)   
                          --------------    --------------   
Loss from operations        (1,665,690)        (1,605,992)   

Other income (expense)                                       
Interest expense               (55,826)           (48,127)   
Other, net                      (4,434)           (26,319)   
                          --------------     -------------   
Net loss                   $(1,725,950)     $  (1,680,438)   
                          ==============    ==============   


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Results of Operations                                                           
----------------------------------                                              

2001 Compared with 2000                                                         
-----------------------------------                                             

     For the period ending December 31, 2001 revenue decreased slightly from the
period ending December 31, 2000, which was up 34% from revenue for 1999. Revenue
at December  31,  2000 was  $1,220,841,  and  revenue at  December  31, 2001 was
$1,076,237  (a 12%  decrease).  The cost of sales of  $662,601,  for the  period
ending  December  31,  2001,  is  significantly  lower than the cost of sales of
$839,754 in the period ending  December 31, 2000. The reduction in cost of sales
is due to Look Models' cost reductions and overhead controls. Accordingly, there
was a  considerable  increase in Look Models' gross margin for the period ending
December 31, 2001. Specifically, the gross margin for the period ending December
31, 2000 was $381,087, or 31%, but, for the period ending December 31, 2001, the
gross  margin was  $413,636,or  38%.  Selling  expenses  for the  period  ending
December 31,  2001,  as compared to the selling  expenses for the period  ending
December  31,  2000  show  a  decrease  from  $483,378  to  $430,375,   or  11%.
Administrative  expenses  increased  slightly in 2001 compared to those of 2000.
Administrative  expenses were $1,503,701 in 2000, and were $1,648,951 in 2001, a
10% increase.  This is because of the additional  expenses and costs incurred by
Look Models in preparing for this  transaction,  and in upgrading its accounting
and financial  controls,  and its staffing in Europe and the United States. Look
Models also increased spending on its website development, and on the LOOK MODEL
SEARCH International Final, a signature event in the model search business. Look
Models posted a net loss for the period ending  December 31, 2001 of $1,725,950.
The net loss for 2001 showed an  incremental  increase of 2.7% over the net loss
in 2000 of $1,680,438.                                                          

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     While  Look  Models  did  post a net loss in  2001,  such  loss was in part
attributable to non-recurring  expenses.  The loss in 2001 can be divided into a
loss from U.S. operations, and a loss from European operations. The loss in 2001
from U.S. operations was $1,072,958, while the loss from European operations was
$652,992.  The U.S. operations are those of the holding company,  which received
funds from non U.S.  investors and dispensed funds to its European  subsidiaries
for working  capital  purposes,  and paid  obligations to both U.S. and non-U.S.
vendors, primarily in satisfaction of transaction based, non-recurring expenses.
Other than the distribution of products to Models Prefer, Ltd. ("Models Prefer")
there are no operations  currently  being conducted in the U.S. Of the loss from
U.S.  operations,  approximately  $750,000 can be characterized as non-recurring
expenses  because  it is  comprised  of the  following:  (i) the legal and other
professional fees incurred for this  transaction,  (ii) salaries to employees in
Look Models' London office, an office that is no longer in existence,  and (iii)
salary to Look Models'  president  and majority  shareholder,  who has agreed to
forgo salary in 2002 until such time as  profitable  operations or future equity
transactions or capital from redemption of outstanding warrants provide Look the
ability to incur his salary in accordance  with his  employment  agreement.  The
loss from operations in Europe of $652,992 was marginally higher in 2001 than it
was in 2000. In 2000 the net loss from Europe was  $584,932.  The 2001 loss from
U.S. operations of approximately  $750,000 is lower than the 2000 loss from U.S.
operations of $1,095,506.  This is a positive indication for Look Models, as the
U.S. operating losses include the significant non-recurring expenses.           

     Look Models believes that it is moving toward  profitability,  and plans to
attain profitability and meet cash flow needs going forward by:                 

(i)  The  Product  Distribution  Agreement  with  Models  Prefer  will  generate
     guaranteed  net revenues of $575,000 for 2002.  This is because the Product
     Distribution   Agreement  provides  for  minimum  purchase   guarantees  of
     $1,150.000 in 2002. Look Models has a  profitability  ratio of 50% for this
     product,  resulting in minimum net revenue for the year of $575.000. Models
     Prefer has already placed its first two guaranteed minimum purchase orders,
     and has made two payments pursuant to the agreement totaling $375,000. Look
     Models  believes  these orders by Models  Prefer  signal an  obligation  by
     Models  Prefer to honor its  commitments  under  the  Product  Distribution
Agreement.                                                            

(ii) The  President  and  majority  shareholder  of Look  Models has made a firm
     commitment to fund up to  one-quarter  (1/4) of the  operating  expenses of
Look Models for 2002, if required.                                    

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(iii)The fourth quarter of 2001 showed remarkable  growth for Look Models.  Look
     Models   posted   sales  in  the  fourth   quarter  of  2001  of  $500,000,
     approximately  the same revenue as Look Models  produced in the first three
     (3) quarters of 2001 combined. The fourth quarter of 2001 was exceptionally
     strong, indicating a move towards profitability.  In fact, as a stand-alone
     comparison,  Look  Models'  sales  in the  fourth  quarter  of  2001,  were
     virtually  at the  Company's  break even point.  Most  significantly,  Look
     Models  believes  that it can meet its cash  operating  requirements  going
     forward using the guaranteed  payments from Models  Prefer,  Ltd. under the
     Product   Distribution   Agreement,   and  its   president   and   majority
     shareholder's  commitment  to fund up to one quarter  (1/4) of Look Models'
annual operating expenses for 2002.                                   

(iv) Eliminating  non-recurring  expenses.  See Liquidity and Capital Resources,
below.                                                                

(v)  Eliminating  non-cash  charges,  such as  payment  in  stock  for  services
rendered to Look Models.                                              

Liquidity and Capital Resources                                                 
-------------------------------                                                 

Working Capital, Debt and Liquidity.                                            
------------------------------------                                            

     Although Look Models had a  shareholders'  deficit as of December 31, 2001,
of $1,678,269,  Look Models believes that it will have the capital resources for
the next twelve (12) months in order to operate its business due to:            

(1)  Distribution Agreement.  The revenue expected from the Product Distribution
Agreement Look Models entered into with Models Prefer, Ltd.           

(2)  Funding  Commitment.   The  commitment  from  its  President  and  majority
     shareholder  to  fund  up to  one-quarter  (1/4)  of  Look  Models'  annual
operating expenses for the 2002 financial year,                       

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(3)  Non-Recurring  Expenses.  The fact that approximately  $750,000 of the 2001
     net loss is attributable to one-time non-recurring expenses incurred in the
     US, and  attributable  to the transaction  with  Kingsgate,  as well as the
following:                                                            

     (i)  There are  several  trends and events  that  have,  or are  reasonably
          likely to have,  a  material  impact  on Look  Models'  short-term  or
long-term liquidity.                                        

          Look  Models  is  currently  negotiating  to obtain  financing  from a
          private  equity fund.  This  funding is intended to increase  both the
          short-term,  and the long-term liquidity position of Look Models. Look
          Models intends to use this financing for working capital, and to cover
          the  transaction  costs it will incur in the next several  months,  as
          well as to complete  an  acquisition  of a modeling  agency in a major
          market. (See Planned  Acquisitions,  below). Look Models believes that
          its  Internet  booking  system,  as well as the maturity in age of its
          models  database,  and the  execution  of  several  pending  licensing
          transactions  will add to its  short-term  liquidity.  Look  Models is
          attempting  to license its "Look" and  "Catwalk"  brands for franchise
          purposes,  and to  increase  the number of  licensees  of its  brands.
          Turkey  and  Russia are two  markets  where the  "Look"  brand will be
          developed and the "Catwalk"  products will be sold. Look Models is not
          aware of other  known  trends,  events or  uncertainties,  other  than
          general  business  upswings  or  downturns  that will have a  material
impact on its short-term or long-term liquidity.            

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     (ii) Look  Models'  internal  and  external  sources  of  liquidity  are as
follows:                                                    

          Externally,  Look  Models  hopes  to  continue  its past  strategy  of
          obtaining  funding  from the sale of its stock to  outside  investors,
          some  of  whom  are  already  current  shareholders  of  Look  Models.
          Internally,  Look Models expects to fund its operations  from revenues
          and  acquisitions  using stock,  and expects to continue its growth in
          revenues, while stabilizing its expenses. Look Models has entered into
          an International  Production and Distribution  Agreement with a German
          corporation,  whereby Look Models has obtained,  amongst other things,
          the worldwide  rights to promote and  distribute a patented  cosmetics
          dispenser  under  the  "Look  Models"  and  "Catwalk"  brands,  and to
          distribute the dispenser in the United States under  additional  brand
          names. Accordingly,  Look Models has entered into a three-year Product
          Distribution Agreement with Models Prefer, a U.S. company. Pursuant to
          this agreement,  Look Models has granted distribution rights to Models
          Prefer  for  the   distribution   of  the  dispenser   over  televised
          distribution  channels.  Under the terms of the  Product  Distribution
          Agreement,  Look Models is guaranteed certain minimum purchases of the
          dispenser,  which is expected to generate  net revenues to Look Models
          of a minimum of $575,000.00,  $900,000.00, and $1.2 million, over each
          of  the  three  years  ending   November  30,  2002,  2003  and  2004,
          respectively.   In  addition,   the  exclusivity  provisions  of  this
          agreement  provide  that the above  revenues  will double in the event
          that Models Prefer Ltd.  exercises  rights to exclusive  supply of the
dispenser in the United States.                             

     (iii)There are several  trends and events or  uncertainties  that have,  or
          are  reasonably  likely to have a material  impact on Look Models' net
sales or revenues or income from continuing operations:     

          As discussed elsewhere in this analysis,  Look Models expects that its
          Internet  booking system,  the maturity in age of its models database,
          and the execution of several pending licensing  transactions,  as well
          as its  distribution  agreements,  will  increase its  revenues.  Look
          Models is not aware of other known  trends,  events or  uncertainties,
          other than general  business  upswings or  downturns  that will have a
material impact on its short-term or long-term liquidity.   

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(4)      Non-Cash Expenses.                                                     
-----------------                                             

          As reflected in the Statement of Changes in Shareholder's  Deficit and
          Comprehensive  Income there are charges  associated with the Kingsgate
          transaction  and for payments  made using stock that are  reflected in
          the administrative  expenses.  These charges are one-time charges that
          are unlikely to be repeated in successive  years.  These  expenses are
          primarily  professional  and other fees  relating to the  transaction,
          including  fees  necessary  to  provide   adequate   documentation  of
          international  contracts and agreements,  developing its licensing and
          brand  extension  business,  negotiations  with  Kingsgate,  etc.  and
totaled approximately $750,000.                             

(5)      Deferred Repayment.                                                    
------------------                                            

          The  President  and majority  shareholder  of Look Models has deferred
          repayment  of loans due to him for one (1) year,  or until Look Models
          returns to  profitability,  or is  successful  in  securing  follow-on
financing.                                                  

Net Cash Used in Investing Activities                                           
-------------------------------------------------------                         

     Look Models has no material commitments for capital expenditures, as it has
already  expended the majority of necessary  funding in developing its licensing
and brand  extension  businesses,  but Look Models will need working  capital to
continue to purchase inventory of dispensers,  perfume, eau de toilette and body
splash.  Look Models is currently  developing  a new range of  products,  and is
attempting to negotiate  royalty based  contracts with large cosmetic  companies
for these products. Look Models also intends to license products under its brand
names,  particularly  to  licensees  that will  sponsor  the LOOK  MODEL  SEARCH
International  Final.  Look Models also has commitments to various  entities and
individuals for transactional fees, disbursements,  professional fees, and other
related costs in conjunction with completing this  transaction.  These costs are
not expected to exceed  $150,000.00,  and Look Models  intends to partly finance
these expenditures  internally from revenue, but primarily,  Look Models intends
to use financing and offering proceeds to make such expenditures.               

Seasonality                                                                     
----------------                                                                

     There  are  seasonable  aspects  that can  have a  material  effect  on the
financial condition or results of operation of Look Models, such as lower demand
during off-season periods. Partially offsetting the seasonality is the fact that
Look  Models has a  presence  in various  markets.  A slowdown  in one market is
sometimes offset by buoyancy in another market,  resulting in such  fluctuations
having less of an overall effect on Look Models' annual revenue stream.         

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Business                                                                        
--------                                                                        

Planned Acquisitions                                                            
----------------------                                                          

     As Look Models believes it would be more cost effective to acquire existing
agencies in certain markets, rather than to open up new offices in said markets,
Look Models has commenced  preliminary  discussions for one acquisition,  but it
has no  formal  or  advanced  plans  for an  acquisition  as of the date of this
filing.  Look Models plans to make  acquisitions of modeling agencies in some of
the world's  modeling  centers,  such as New York,  London,  Paris,  Milan,  and
Munich.  Look  Models may also seek to purchase  companies,  or assets that will
benefit, or assist its production and distribution capabilities in its cosmetics
business.  Look Models intends to use its stock, in large part, to finance these
acquisitions.                                                                   

Planned Ventures                                                                
----------------                                                                

     Look Models has commenced preliminary  discussions with a media company for
a  collaboration  between the companies for the LOOK MODEL SEARCH  International
Final.  This  collaboration  would  allow  Look  Models to have a  participating
partner  to share  the  expenses  of the  event,  while  maximizing  revenue  by
increasing visibility of the event through greater media coverage of the event. 

Expected Market, Product, Region of Influence                                   
----------------------------------------------                                  

     Look Models  anticipates  that its services will continue to be demanded by
many young girls from Eastern Europe seeking to enter the modeling  world.  Look
Models also  anticipates it will be sought out by aspiring models in the Western
world once it has established a presence in one or more major modeling  markets.
Look Models  currently  represents high profile models,  such as Naomi Campbell,
Linda  Evangelista,  Karolina  Kurkova  and Viera  Schottertova  in Europe,  and
expects to continue to offer services to such high profile,  established models.
Another  expected  market  is the  development  of young  models.  In the  event
marketing,  licensing and sponsorship businesses,  Look Models targets companies
with  expertise  in event  marketing,  and is  focusing  its  efforts to sign up
licensees in major European  markets.  In 2001 Look Models signed  agreements in
Portugal,  Germany, Czech Republic,  Slovakia,  Turkey, Poland, Hungary, Russia,
Yugoslavia, Luxemburg and Romania.                                              

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     In the cosmetics  business,  Look Models targets the young female market in
Europe.  Look Models hopes to establish a brand name in Europe before  launching
its products in the United States.  Look Models plans to extend its product line
to develop  products  that are  identified  with its models,  such as  handbags,
accessories,  sunglasses,  and so forth.  Look Models is developing  four sample
collections  of "cult items" such as leather  jackets,  caps,  model  backpacks,
workout outfits and lingerie.                                                   

Projected Financial Information and Management                                  
----------------------------------------------                                  

Expectation on the Nature of Future Business1                                   
--------------------------------------------                                    

1. Licenses and Sponsoring:                                                     
---------------------------                                                     

Beginning in 1999 and continuing through 2002, Look Models decided to create    
awareness for its brand name, its products, and its business model. Accordingly,
Look Models invested in, and developed partnerships with outside parties for the
purpose of organizing national and international model search events. Initially,
Look Models funded all the model search events itself, in order to develop a    
reputation as a leader in the search for new faces. The model search process    
also provides Look Models with a steady stream of young models that join Look   
Models' portfolio of faces for future placement. Look Models now intends to     
generate revenue from these relationships by entering into licensing and        
sponsorship deals. In 2002, Look Models will be focusing on exploiting both     
existing and new markets, and expects to negotiate licensing and sponsorship    
deals.                                                                          

The structure of a licensing deal is as follows:                                

Look Models is paid an initial licensing fee of anywhere from $15,000.00 -      
$50,000.00 per country, and retains a portion of the revenue from sponsors at   
the events.                                                                     

2. Merchandising:                                                             
------------------                                                              

     Look Models has invested heavily in product development and marketing,  and
has developed a superior  line of products that will utilize its "Look  Models",
and its  "Catwalk"  brands.  The products  are aimed at the young female  market
worldwide.  Look  Models  has  developed  products  with  superior  ingredients,
sophisticated  packaging,  and  innovative  characteristics.  The products being
developed  are  perfume,  eau de  toilette,  body  milk,  body  splash,  perfume
towelettes,  aromatherapy,  sunscreen,  and lingerie. Look Models works with Uli
Petzold, an internationally  renowned designer who is a director of Look Models,
in the creation of these products.  At this time,  Look Models'  products have a
presence in Austria, the Czech Republic, Slovakia and Turkey.                   

--------                                                                        
1 These notes are arranged by dividing Look Models into its four (4) revenue    
producing units.                                                                

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     As  discussed  above,   Look  Models  has  entered  into  an  International
Production  and  Distribution  Agreement with  Dialpack,  a German  corporation,
whereby Look Models has obtained,  amongst other things,  the worldwide right to
promote and distribute  Dialpack's  patented cosmetics dispenser under the "Look
Models" and "Catwalk" brands. Further, Look Models has entered into a three-year
Product  Distribution  Agreement with Models  Prefer.  Under this agreement Look
Models  has  granted  exclusive  distribution  rights to Models  Prefer  for the
distribution of the dispenser over televised  distribution  channels.  Under the
terms of the Product Distribution  Agreement,  Look Models is guaranteed minimum
purchases  of the  dispenser,  which is expected  to  generate  revenues to Look
Models of approximately $575,000.00,  $900,000.00, and $1.2 million over each of
the three years  ending  November  30,  2002,  2003 and 2004,  respectively.  In
addition,  the exclusivity  provision of this agreement  provides that the above
revenues will double in the event that Models Prefer  exercises its  exclusivity
rights.                                                                         

3. Modeling and licensing:                                                      
--------------------------                                                      

     Through the acquisition of agencies in major markets,  Look Models hopes to
increase its revenue stream.  Additionally,  due to the fact that several of its
models will be  finishing  school this year,  Look Models  expects to add to its
revenue  base from  these  new  faces.  These  models  will be able to  generate
additional revenue due to the fact that they will have completed their studies. 

     Without the acquisition of "big market" agencies,  Look Models,  based upon
historical figures, would expect to increase its revenue by 5% per annum.       

4. E-Commerce:                                                                  
--------------                                                                  

     Given that this is the first time that a model  agency  network has built a
fully operating model booking portal, there are no historical figures to use for
revenue  projections  herein.  We believe that the portal will increase revenues
and  decrease  operating  expenses,  without  taking  revenue  from the existing
modeling business. The portal will allow Look Models to book models worldwide by
electronic means without  interfering with the models' local agency's office and
the current base of operation of the models. As these  transactions will be new,
they will not be taking revenue from Look Models'  existing  modeling  business.
Look Models will promote its portal  aggressively  and believes that this global
booking structure is the future of the business. Nina Ricci Paris, Grey Germany,
and NEWPORT News USA, are a few clients  that have  already  taken  advantage of
utilizing Look Models' new software.                                            

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The sources of income for the e-commerce division are:                          

1.       Modeling commissions;                                                  
2.       Portal advertising revenue;                                            
3.       Revenue from portal links; and                                         
4.       Product sales.                                                         

Description of Material Risks and Management's strategy of offset risk          
----------------------------------------------------------------------          

     Look Models  effectively  invests in the future of young models in the hope
that it will benefit when these models develop in their careers. Look Models may
never receive a return on its  investment in a significant  number of its models
due to a  variety  of  factors,  such  as  changing  consumer  tastes,  personal
difficulties  of the  models,  emotional  inability  to perform in the  modeling
world,  lack  of  modeling  assignments,  economic  downturns,  more  affordable
replacements for models, to name a few. Look Models also faces the risk that its
models  may  dishonor  contracts  they  have  with the  agency,  refuse  to sign
contracts  with the agency,  or leave the agency to join  another  agency.  Look
Models  plans to issue  shares of stock to each of its models as an incentive to
remain with Look Models, and to build loyalty and an ownership  mentality in its
models.  Additionally,  management  intends to closely  marshal  and enforce its
contractual  relationships  with all its models,  and with the outside  agencies
with which Look Models shares bookings, and, therefore, fees.                   

Significant Accounting Policies                                                 
-------------------------------                                                 

Stock-based compensation:                                                       
-------------------------                                                       

     Statement of Financial  Accounting  Standards ("SFAS") No. 123, "Accounting
for Stock-Based  Compensation" allows companies to choose whether to account for
employee stock-based compensation on a fair value method, or to account for such
compensation   under  the  intrinsic  value  method   prescribed  in  Accounting
Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees"
("APB  25").  The  Company  has  chosen  to  account  for  employee  stock-based
compensation using APB 25.                                                      

Segment reporting:                                                              

     The Company has adopted  SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise and Related  Information"  ("SFAS No. 131"). The Company's results of
operations  and financial  position were not affected by the  implementation  of
SFAS No. 131.                                                                   

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Comprehensive income (loss):                                                    

     SFAS No. 130, Reporting Comprehensive Income,  establishes requirements for
disclosure of  comprehensive  income which includes certain items previously not
included in the statements of operations,  including  minimum pension  liability
adjustments and foreign currency translation  adjustments,  among others. During
the years ended  December  31, 2001 and 2000,  comprehensive  income  represents
foreign currency translation adjustments.                                       

Recently issued accounting standards:                                           
-------------------------------------                                           

     In June 1998, the Financial  Accounting Standards Board issued SFAS No 133,
"Accounting for Derivative Instruments and Hedging Activities".  This statement,
as  amended,  is  effective  for fiscal  years  beginning  after June 15,  2000.
Currently,  Look Models does not have any derivative  financial  instruments and
does not participate in hedging activities.  Therefore, management believes that
SFAS No 133 will not impact Look Models' consolidated financial statements.     

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  141,  "Business  Combinations",  and  SFAS No.  142,  "Goodwill  and  Other
Intangible Assets". SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations  initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited on a prospective basis only. SFAS
No. 142 changes the accounting for goodwill from an  amortizations  method to an
impairment-only  approach.  Look Models is currently  evaluating the impact that
the  adoption  of the SFAS No. 141 and SFAS No.  142 will have on its  financial
condition and results of operations.                                            

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets",  which  addresses  accounting and
financial  reporting for the impairment or disposal of long-lived  assets.  This
statement is effective for Look Models on January 1, 2002.  Look Models does not
expect that adoption of this standard will have a material effect on its results
of operations or financial position.                                            

     In December  1999,  the staff of the  Securities  and  Exchange  Commission
issued  Staff  Accounting  Bulletin  ("SAB")  No 101,  "Revenue  Recognition  in
Financial  Statements".  SAB No 101,  as amended by SAB No 101A and SAB No 101B,
was effective no later than the fourth fiscal quarter of fiscal years  beginning
after  December  15,  1999.  SAB No 101  provides  the Staff's  view in applying
generally accepted accounting principles to selected revenue recognition issues.
The  Company  believes  that it  complies  with the  accounting  and  disclosure
described in SAB No 101.                                                        

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Synopsis of Kingsgate Transaction:                                              
----------------------------------                                              

     Pursuant to a  Securities  Purchase  Agreement  dated July 25,  2001,  (the
"Purchase Agreement") Look Models' shareholders have agreed to sell all of their
outstanding shares of common stock to Kingsgate  Acquisitions,  Inc., a Delaware
corporation   ("Kingsgate").   As  a  result  of  the  Purchase  Agreement,  all
shareholders  of Look Models  will  become  shareholders  of  Kingsgate.  On the
effective  date  of the  Purchase  Agreement,  Look  Models'  shareholders  will
exchange all of their shares of Look Models common stock for  10,500,000  shares
of  the  common  stock  of  Kingsgate,  in  proportion  to the  holdings  of its
shareholders. In addition, Look Models' management will receive 1,000,000 shares
of Kingsgate common stock from the stockholders of Kingsgate.  As of this filing
Look Models' shareholders, thereby, will own 11,500,000 of the 12,500,000 issued
and outstanding shares of Kingsgate,  or 92% of Kingsgate.  After the successful
completion of the offering herein, Look Models will own 11,500,000 shares of the
13,500,000 issued and outstanding shares of Kingsgate, or 85.2% of Kingsgate.   

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MANAGEMENT

     Our officers and directors and further  information  concerning them are as
follows:                                                                        

Name                              Age                   Position        

Barney Magnusson(1)(2)                 48             President, Treasurer      
950 - 11th Street,                                    and a Director            
West Vancouver,                                                                 
British Columbia V7T 2M3                                                        

Leslie McGuffin(1)(2)                  47             Secretary and a           
950 - 11th Street,                                    Director                  
West Vancouver,                                                                 
British Columbia V7T 2M3                                                        

(1)  May be deemed our  "Promoters" as that term is defined under the Securities
Act.                                                                  

(2)  Barney Magnusson and Leslie McGuffin are husband and wife.                 

     Barney Magnusson  recently became chief financial  officer and secretary of
CST Coldswitch Technologies Inc., a Vancouver - based private technology company
developing  platform photonic fiber optic technology.  From 1996 to 1998, he was
vice-president,  corporate development,  chief financial officer and director of
Patricia Mines Inc., a Toronto - based mining  company,  listed on the Vancouver
Stock  Exchange,  the major asset of which was the Island Gold  Project  located
near Hemlo,  Ontario.  From 1994 to 1995,  Mr.  Magnusson was a principal of ADX
Trading  Group,  a  financial  derivative  and stock  trading  enterprise.  That
company's activities included trading futures, options on futures and stocks and
stock trading together with system design,  testing and implementation for other
parties. From 1985 to 1993, he was chief financial officer,  secretary/treasurer
and  director of Dayton Mines Inc.,  based in  Vancouver,  British  Columbia and
listed on both the Toronto Stock  Exchange and American Stock  Exchange.  Dayton
Mines operated a mine in Chile that produced 140,000 ounces of gold per year.   

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     From 1986 to 1988, Mr. Magnusson was vice-president  finance and a director
of High River Gold Mines Ltd., a  Vancouver-based  mining  company listed on the
Toronto Stock Exchange, with a 50% interest in the Britannia Mine, Manitoba that
produced  80,000  ounces  of gold per  year.  From  1982 to 1985,  he was  chief
financial  officer and director of Brohm  Resources  Inc.,  based in  Vancouver,
British  Columbia,  and  listed on the  Toronto  Stock  Exchange,  which was the
predecessor  to Dakota Mining Inc.,  headquartered  in Denver,  Colorado.  Brohm
operated  the Gilt Edge  Mine in South  Dakota.  In 1981,  he was  principal  of
Venture Capital Associates,  a Vancouver based venture capital firm that focused
on startup  companies.  In 1981, he was  controller  of First City  Developments
Inc., a Vancouver  based  international  real estate company owned by First City
Trust. Mr. Magnusson received his Bachelor of Arts from Simon Fraser University,
Vancouver,  British Columbia in 1978. He is a chartered  accountant and a member
of  the  Canadian  Institute  of  chartered  accountants  and  Institute  of the
Chartered Accountants of British Columbia.                                      

     Leslie  McGuffin  has been  president  of  Western  Legal  Publications,  a
Vancouver - based law publishing company, since 1995. From 1991 to 1995, she was
legal  information  systems   coordinator  for  Ladner  Downs,   barristers  and
solicitors in  Vancouver,  British  Columbia.  Ms.  McGuffin  served as managing
director  of  British  Columbia  International  Commercial  Arbitration  Centre,
located in Vancouver,  British  Columbia,  from 1988 to 1989. From 1981 to 1988,
she was managing  editor of Carswell  Legal  Publications,  Vancouver,  B.C. Ms.
McGuffin  received her Bachelor of Laws from the  University of Alberta,  Canada
and her  Bachelor  of Arts with  Honors  from  Trinity  College,  University  of
Toronto, Canada.                                                                

     Upon consummation of the acquisition of Look Models,  both Barney Magnusson
and Leslie  McGuffin  intend to resign from our board of directors  and Wolfgang
Schwarz,  Uli Petzold and Erwin  Krause,  officers and directors of Look Models,
will be appointed to our board of directors.                                    

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Below are the biographies of the officers and directors of Look Models:         

     Wolfgang Schwarz, 49 - Chief Executive Officer, President,  Chairman of the
Board and  Treasurer  of Look  Models and its  subsidiaries:  Mr.  Schwarz is an
Austrian  entrepreneur.  In 1974,  after a short modeling and acting career,  he
founded a modeling agency called "The Girls and Boys", which became the dominant
force in the  industry in Austria,  where it  commanded a 75% share of the local
market.  The Girls and Boys  thereafter  expanded  its  business  activities  to
Germany.  In 1979, Mr. Schwarz launched a series of European contests for models
using the name "The face of the 80's".  In 1986 he started  the Look of the Year
contest in Austria and  Hungary,  and  achieved  considerable  success with that
concept.  In 1986, he formed an Austrian company under the name Wolfgang Schwarz
Sport- und  Kultwveranstaltungen  GmbH,  Vienna.  This company later changed its
name to Look Eventmanagement  GmbH, and is now a wholly owned subsidiary of Look
Models  International.  In 1987,  Mr.  Schwarz  established  the  first  eastern
European  modeling agency in Hungary using the name "The Girls and Boys",  which
also became a market leader.  In 1989,  Mr. Schwarz and John  Casablancas of the
Elite  Modeling  Agency in New York,  one of the leading  model  agencies in the
world, agreed to develop the Look of the Year contest in 15 countries in Central
and Eastern Europe. It has been an extremely  successful business initiative for
Mr. Schwarz,  and since 1993, Look has been a large supplier of new faces to the
modeling world. From 1994 to the present, Mr. Schwarz has built Look Models into
a prestigious European contest platform and modeling agency, while continuing to
discover  and promote new faces.  He has helped  discover top models like Teresa
Maxova, Nina Moric, Svetlana, Tatjana Dragovic and others, and has helped launch
the careers of supermodels Naomi Campbell, Linda Evangelista and Karen Mulder in
Europe.                                                                         

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     Uli Petzold Age 41,  Director and  Creative  Director was born in Frankfurt
Germany and moved to Nuremberg after obtaining his Abitur. There he completed an
apprenticeship  as a furrier in the studios of Marco  International.  By 1982 he
was designing furs for Ansel & Ansel in Montreal  Canada.  After  Montreal,  New
York  and  Tokyo,  he  accepted  a call  from  Balenciaga  Paris to head the fur
division  under the then  director  of Karl G.  Kunert.  The two  formed a team,
creating collections that were very successful,  first and foremost in Japan and
the United States. At the age of 27, Uli Petzold opened an atelier in the Avenue
Victor Hugo,  Paris and designed his own apparel  lines under the label  Petzold
Paris. At the same time, he also opened for his German customers a studio in Bad
Homburg.  A contract with Jindo  International to become a chief designer of the
European  Division took him back to Asia. Back to Europe,  he designed a Petzold
women's wear  collection  that the garment  manufacturer  Wiedekind  licensed in
place  of  Daniel  Hechter  Paris.  Parallel  to the  stepwise  development  and
extension of his own design  company in Germany and USA, he ran a Petzold  store
under franchise in Germany. Later, Mr. Petzold designed the trend collection for
a period of five seasons for AKZO,  wrote copy for his own column in the Italian
fashion press "Nella Moda di Uli Petzold", and received (as the only German) the
"Oscar  of the Haute  Couture"  for furs in 1985 and 1986  from the  Academy  of
Fashion  in  Turin,  Italy.  From  1991 to 1993,  he  headed  the  international
Terndtables as official trend advisor for  prestigious  trade fair Interstoff in
Frankfurt.                                                                      

     Since  1995 his  personal  interests  on  design  changed  more and more to
graphic, packaging,  industrial and interior design. He stared to create his own
home  collection  and was  hired to  design  special  interest  products  by the
Ritzenhoff  AG.  Within a short period of time his name became well known in the
scene. From 1996 to 1997, he was asked by Mercedes Benz AG to design and develop
a new  corporate  showroom  interior.  By the end of 1997 the first two branches
were opened in Germany.  The design was licensed by Uli Petzold to implement the
concept worldwide.  In 1998 he moved back to the USA. Since then he has operated
the creative studios of the  XODESIGNGROUP in Frankfurt Germany with his partner
Kay Witte, and in Miami Beach, USA. Currently,  Mr. Petzold operates Petzold New
York,  Inc.,  which conducts an  international  license business in in New York,
N.Y. Following is a partial list of Mr. Petzold's clients:                      

o        Mercedes Benz, Germany                                                 
o        Ritzenhoff, Germany                                                    
o        Ziegler, Deutschland                                                   
o        Procter & Gamble / Cosmetic Division, London                           
o        Henkel / Cosmetic Division, Morris Italia                              
o        Dolce & Gabbana / EuroItalia                                           
o        Marbert, Duesseldorf / Italia                                          
o        LookModels, Vienna                                                     
o        Sahra Lee, London                                                      
o        Cosmopolitan Cosmetics / Wella                                         
o        VarioTec / VarioSun, Deutschland                                       

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o        BMG, Berlin, New York / Special Marketing Group                        
o        Bayer Leverkusen / Haarmann & Reimer / Fine Fragrance Division         
o        Ideal Standard                                                         
o        Geberit AG                                                             
o        Friedrich Grohe AG                                                     
o        Leifheit AG                                                            
o        SIGG AG                                                                
o        Spring AG                                                              
o        Fissler GmbH                                                           
o        Schott Glas                                                            
o        BIC Deutschland GmbH                                                   
o        Zwilling J.A. Henkels AG                                               
o        Rittal                                                                 
o        Rittal Corporation                                                     
o        CompAir Drucklufttechnik GmbH                                          
o        Mannesmann VDO AG                                                      
o        MTD-Products AG                                                        
o        CLAAS GmbH                                                             
o        Komatzu Hanomag                                                        
o        AGRIA-Werke GmbH                                                       
o        Berner GmbH                                                            
o        Sanyo Fischer Vertriebs GmbH                                           
o        Metz-Werke GmbH & Co.KG                                                

     Erwin  Krause,  40,  Director  received  his degree in Economic  and Social
Sciences  from the  University  of Vienna in 1985.  In 1986,  together with Carl
Zwernex,   he  took   over  the   management   of   Zwerenz   &   Krause   Group
(www.zwerenz-krause.at),  a real estate  firm.  In 1995,  Carl Zwerenz and Erwin
Krause  separated their business  activities and since that date to the present,
Zwerenz & Krause has been majority owned and managed by Erwin Krause.           

     Warren  Kirshenbaum,  Secretary,  35, Mr.  Kirshenbaum  is an attorney  and
practices in the areas of transactional  corporate,  immigration,  trademark and
securities  law.  From  1993  to  1995 he was a  staff  attorney  at  Prudential
Securities.  From 1995 to November  2000,  he was a partner at his own law firm,
Kirshenbaum & Kirshenbaum,  PLLC.  From November 2000 to July 27, 2001, he was a
partner at Goetz Fitzpatrick Most & Bruckman,  LLP in New York. From August 2001
to the  present  he serves as a partner  at Eaton & Van  Winkle in New York.  He
earned his juris  doctor  degree from New  England  School of Law and an LL.M in
corporate law from New York University  School of Law. He is admitted to the Bar
in New  York,  Connecticut  and the  District  of  Columbia  as well as the U.S.
District  Courts for the  Southern and Eastern  Districts  of New York.  He is a
member of the American Bar Association,  is a Panel Member of the Legal Referral
Service of the Association of the Bar of the City of New York and is a member of
the  Let's  Talk  Business  Network.  He is  fluent  in Dutch  and has a working
knowledge of German.                                                            

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Remuneration                                                            
------------                                                            

     None of our officers or directors  has  received  any  remuneration  of any
nature from  inception  to the date  hereof.  None of our current  directors  or
officers will receive any compensation after the consummation of the acquisition
for acting as a director  or officer or for any other  services  relating to the
acquisition of Look Models.                                                     

     Wolfgang  Schwarz has a renewable five year employment  agreement with Look
Models dated June, 2000. He is paid a yearly salary of $350,000. Mr. Schwarz has
agreed to fund 25% of the operating  expenses for 2002,  and to forego salary in
2002 until such time as profitable operations, capital raised from redemption of
outstanding  warrants,  or future  equity  transactions  provide the Company the
ability to incur his salary in accordance with his employment agreement.        

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MANAGEMENTENTS
 STATEMENT AS TO INDEMNIFICATION

     Section  145  of  the  Delaware   General   Corporation  Law  provides  for
indemnification of our officers, directors,  employees and agents. Under Article
XI of our by-laws,  we will  indemnify and hold  harmless to the fullest  extent
authorized  by the  Delaware  General  Corporation  Law,  any of our  directors,
officers,  agents  or  employees,   against  all  expense,  liability  and  loss
reasonably  incurred or suffered by such person in connection with activities on
our behalf.  Complete  disclosure  of relevant  sections of our  certificate  of
incorporation and by-laws is provided in Part II of the registration  statement.
This information can also be examined as described in "Further Information."    

     We have been informed that in the opinion of the SEC,  indemnification  for
liabilities  arising  under the  Securities  Act,  which may be permitted to our
directors,   officers  or  control  persons   pursuant  to  our  certificate  of
incorporation  and  by-laws is against  the public  policy as  expressed  in the
Securities Act and is, therefore, unenforceable.                                

 MARKET FOR OUR COMMON STOCK

     Prior to the date of the  prospectus,  no trading market for the our common
stock has existed.  Pursuant to the requirements of Rule 15g-8 of the Securities
Exchange  Act,  a  trading  market  will  not  develop  prior  to or  after  the
effectiveness of our  post-effective  registration  statement while certificates
representing  the shares of our common stock and warrants  which  constitute the
units  remain in escrow.  We can offer no assurance  that a trading  market will
develop  upon  the  acquisition  of the  common  stock  of Look  Models  and the
subsequent release of the stock and warrant certificates from escrow.           

     We  have  retained  Public  Securities,   Inc.,  Spokane,   Washington,   a
broker-dealer  registered  with the NASD,  to act as lead  market  maker for our
units,  common stock and warrants and to make application for the listing of our
units,  shares of common  stock  and  warrants  on the OTC  Bulletin  Board.  No
assurance  can be given that our units will be  accepted  for listing on the OTC
Bulletin Board.                                                                 

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     The   2,000,000   shares  of  our  common  stock  issued  to  our  founding
stockholders  are  "restricted  securities"  as  that  term  is  defined  in the
Securities  Act.  In a recent  letter  from the  Commission's  Division of Small
Business  to the NASD,  the  Commission  stated  its  position  that Rule 144 is
inapplicable to founders of blank check companies who transfer securities either
before or after the reconfirmation of an acquisition.  However,  we believe that
upon the date of consummation of this offering, our company is no longer a blank
check  company  and the time  clock  under  Rule  144  should  commence.  In the
alternative, we must register the shares of the founding stockholders,  in order
for them to sell their shares of our common stock on the public market.         

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We were  incorporated  in the State of  Delaware  on  September  28,  1999.
Between  September  28, 1999 and  September  30,  1999,  we sold an aggregate of
2,000,000  shares of our common stock to thirteen persons at $.01 per share, for
a total cash consideration of $20,000.                                          

     In July 7, 2000, we sold  1,000,000  units at $.10 per unit to investors in
our initial pubic  offering.  Three of our founding  stockholders,  Turf Holding
Ltd.,  Partner Marketing AG and The Pembridge Capital  Establishment,  purchased
100,000, 100,000 and 60,000 units, respectively, in our initial public offering.

     We  entered  in a  securities  purchase  agreement,  which  has been  since
terminated, to acquire Sky E-Com.                                               

     On July 25, 2001, we entered into a securities purchase agreement with Look
Models  International,  Inc.  If the  acquisition  is  ratified,  all issued and
outstanding  shares of common  stock of Look Models  shall be  exchanged  for an
aggregate of  10,500,000  of our shares of common  stock,  in  proportion to the
holdings of the Look Models stockholders. In addition, our founding stockholders
will  transfer  to  Wolfgang  Schwarz,  1,000,000  of their  shares.  The former
stockholders  of Look  Models  will own  11,500,000  shares of our common  stock
representing 85.2% of the combined entity assuming all 1,000,000 shares are sold
pursuant to this offering.                                                      

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PRINCIPAL STOCKHOLDERS

     The table on the following  page sets forth certain  information  regarding
the beneficial  ownership of our common stock as of the date of the  prospectus,
and as adjusted to reflect the acquisition of Look Models.  As 10,500,000 shares
of our common stock will be issued to Look Models  shareholders,  and  1,000,000
shares of  founder's  stock will be  transferred  to them,  they will  initially
receive that number of shares equal to 92% of Kingsgate,  or 85.2%  assuming all
1,000,000 shares are sold pursuant to this offering.                            

+    each  person  who is known by us to own  beneficially  more  than          
5% of our outstanding common stock;                                   

+    each of our officers and directors; and                                    

+    all of our directors and officers as a group.                              

                                                                [Download Table]


                                                After Acquisition              
  Name/Address          Shares of                     Shares of                
  Beneficial           Common Stock  Percent of    Common Stock  Percent of    
  Owner                Beneficially    Class        Beneficially     Class     
  Offering                Owned        Owned           Owned         Owned     
                                                                               

Barney Magnusson(1)(2)   200,000        6.7%          100,000         0.74%    
950 11th Street                                                                
West Vancouver                                                                 
British Columbia                                                               
V7T 2M3 Canada                                                                 

Leslie McGuffin(1)(2)     50,000        1.7%           25,000         0.19%    
950 11th Stree                                                                 
West Vancouver                                                                 
British Columbia                                                               
V7T 2M3 Canada                                                                 

Tradewinds Investments   190,000        6.3%           95,000         0.59%    
Ltd.                                                                           
Shirley House                                                                  
50 Shirley Street                                                              
Nassau, Bahamas                                                                

Turf Holding Ltd.(3)     190,000        6.3%           95,000         0.59%    
Oakridge House                                                                 
5 West Hill Street                                                             
Nassau, Bahamas                                                                

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CCD Consulting,          190,000        6.3%           95,000         0.59%    
Commerce Distribution                                                          
AG Glockengasse 4                                                              
Postfach 1220                                                                  
4001 Basel                                                                     
Switzerland                                                                    

The Pembridge                                                                  
Capital Establishment(4) 200,000        6.7%          100,000         0.74%    
P. O. Box 1617                                                                 
Meierhofstrasse 5                                                              
Vadus FL-9490                                                                  
Liechtenstein                                                                  

Seloz Gestion & Finance  190,000        6.3%           95,000         0.74%    
SA                                                                             
Boulevard St. Georges 71                                                       
1211 Geneva 4                                                                  
Switzerland                                                                    

Partner Marketing AG(3)  190,000         6.3%          95,000         0.74%    
Landweg 1                                                                      
6052 Hergiswil                                                                 
Switzerland                                                                    

U. K. Menon              190,000         6.3%          95,000         0.74%    
28, Jalar 17/21 C                                                              
Peteling Jaya                                                                  
Selangor                                                                       
Malaysia                                                                       

HAPI Handels und         110,000        3.5%           55,000         0.34%    
Beteiligungsqesellcshast mbh                                                   
Esslinggasse 2                                                                 
1010 Vienna, Austria                                                           

Otto Zimmerli            190,000        6.3%           95,000         0.74%    
Poststrasse 2                                                                  
9050 Appenzil                                                                  
Switzerland                                                                    

Noreldin Siam            110,000        3.5%           55,000         0.34%    
Sandyport Drive 49                                                             
Naussau                                                                        
P.O. Box CB 11148                                                              
Bahamas                                                                        

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Netizen(5)                                            4,975,343         36.55% 
Goodman's Bay Corporate                                                        
Centre                                                                         
West Bay Street and Sea                                                        
View Drive                                                                     
P.O. Box CB-10976                                                              
Nassau, Bahamas                                                                

Nautilus                                                                       
Nautilus Management                                                            
Consulting GmbH                                                                
Gloriettegasse 29                                                              
1130 Wien                                                                      
Austria                                               1,764,000         13.07% 

Monti Fiduciaria S.A.(5)                                                       
Via Laizzari 2a,6(degree) Piano                                                
6900 Lugano                                                                    
Switzerland                                            1,680,000        12.44% 

Wolfgang Schwarz(5)                                                            
Passauerplatz #1,                                      1,000,000         7.4%  
Vienna 1010, Austria                                                           

Warren Kirshenbaum                                                             
Eaton & Van Winkle                                                             
3 Park Avenue-16th Floor                                                       
New York, New York 10016                                 273,000         2.02% 

Ulrich Petzold                                                                 
1410 West 24th Street                                                          
Miami, FL  33140-4523                                    210,000         1.56% 

Total Officers                                           125,000         0.93% 
and Directors                                                                  
(2 Persons prior to                                                            
acquisition)                                                                   

Total Officers                                         8,138,343         60.28%
and Directors                                                                  
(3 Persons after                                                               
acquisition)                                                                   

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(1)  May be deemed  "Promoters" as that term is defined under the Securities Act
and are our only officers and directors.                              

(2)  Barney Magnusson, President, Treasurer and a Director, and Leslie McGuffin,
    Secretary and a Director, are husband and wife. They disclaim ownership of
each other's shares.                                                  

(3)  Includes 100,000 shares purchased in the initial public offering.          

(4)  Includes 60,000 shares purchased in the initial public offering.           

(5)  Beneficially owned by Mr. Wolfgang Schwarz.                                

     None of the current stockholders have received or will receive any extra or
special  benefits  that were not shared  equally by all holders of shares of our
common stock.                                                                   

Prior Blank Check Companies Involvement                                         

     None  of  our  officers,   directors,   founders,  promoters  or  principal
stockholders has been involved as a principal of a blank check company.         

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 DESCRIPTION OF SECURITIES

Common Stock                                                                    

     We are  authorized to issue 45 million  shares of common  stock,  $.001 par
value per share,  of which  2,000,000  shares are issued and  outstanding.  Each
outstanding  share of common stock is entitled to one vote,  either in person or
by proxy,  on all matters that may be voted upon by their holders at meetings of
the stockholders.                                                               

Holders of our common stock                                             

+    have  equal  ratable  rights to  dividends  from  funds  legally  available
therefor, if declared by our board of directors;                      

+    are  entitled  to  share  ratably  in  all  of  our  assets  available  for
     distribution to holders of common stock upon our  liquidation,  dissolution
or winding up;                                                        

+    do not have preemptive, subscription or conversion rights, or redemption or
sinking fund provisions; and                                          

+    are entitled to one  non-cumulative  vote per share on all matters on which
stockholders may vote at all meetings of our stockholders.            

     All  shares  of our  common  stock  which are part of the  units,  or which
underlie the warrants,  will be fully paid for and  non-assessable  when issued,
with no personal  liability  attaching to  ownership.  You and other  holders of
shares of our common stock do not have  cumulative  voting  rights,  which means
that the holders of more than 50% of outstanding  shares voting for the election
of  directors  can elect all of our  directors  if they so choose  and,  in such
event,  the holders of the remaining shares will not be able to elect any of our
directors. At the completion of our acquisition of Look Models, the officers and
directors and other  stockholders of Look Models will  beneficially own at least
85.2% of the outstanding shares of our common stock and will be in a position to
control all of our affairs.                                                     

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Preferred Stock                                                                 

     We may issue up to  5,000,000  shares of our  preferred  stock from time to
time in one or more series. As of the date of the prospectus,  we have issued no
shares of preferred stock.  Our board of directors,  without further approval of
our common  stockholders,  is authorized  to fix the dividend  rights and terms,
conversion rights, voting rights, redemption rights, liquidation preferences and
other rights and  restrictions  relating to any series of our  preferred  stock.
Issuances of additional shares of preferred stock,  while providing  flexibility
in  connection  with  possible  financings,  acquisitions  and  other  corporate
purposes,  could,  among other things,  adversely affect the voting power of the
holders of other of our securities and may,  under certain  circumstances,  have
the effect of  deterring  hostile  takeovers or delaying  changes in  management
control.                                                                        

Redeemable Common Stock Purchase Warrants                                       

     You and  other  holders  of our  warrants  which  are part of the units may
exercise  them  for a  period  of  two  years  commencing  on  the  date  of the
prospectus. Each warrant entitles the holder to purchase one share of our common
stock at an exercise  price of $1.00.  Our common stock  underlying the warrants
will,  upon  exercise  of the  warrants,  be  validly  issued,  fully  paid  and
non-assessable.                                                                 

     We may redeem our  warrants,  at any time,  for $0.001 per  warrant,  if we
provide 30 days' prior  written  notice,  if the closing bid price of our common
stock, as reported by the market on which our common stock trades, exceeds $1.25
per share for any twenty  consecutive  trading days ending within ten days prior
to the date of the notice of redemption.  If we are unable to qualify our common
stock  underlying  the  warrants  for sale in  certain  states,  holders  of the
warrants in those  states will have no choice but either to sell their  warrants
or allow them to expire.                                                        

     We have  delivered  to the  escrow  agent  certificates  representing  five
warrants for each unit purchased.  These  certificates have been returned to our
company.  The  number  of  warrants  for  each  unit has  been  reduced  to two.
Warrantholders,  you may exchange  your  certificates  for new  certificates  of
different  denominations,  and you may  exercise or sell them.  However,  we can
offer no assurance that a market in the warrants will develop.                  

     You may exercise your  warrants by  surrendering  the warrant  certificate,
with the form of election to purchase printed on the reverse side of the warrant
certificate  properly  completed  and  executed,  together  with  payment of the
exercise  price,  to us or the warrant agent.  You may exercise your warrants in
whole or from time to time in part.  If you  exercise  fewer  warrants  than are
evidenced by a warrant certificate,  we will issue a new warrant certificate for
the number of unexercised warrants.                                             

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     Warrantholders  are  protected  against  dilution  of the  equity  interest
represented  by the  underlying  shares of common stock upon the  occurrence  of
certain events,  including stock splits,  recapitalizations  and the issuance of
stock  dividends.  If we merge,  reorganize  or are acquired in such a way as to
terminate the warrants,  they may be exercised immediately prior to such action.
In the event of liquidation,  dissolution or winding up, holders of the warrants
are not entitled to participate in our assets.                                  

     For the life of the warrants,  holders are given the  opportunity to profit
from a rise in the  market  price  of our  common  stock.  The  exercise  of the
warrants  will result in the  dilution of the book value of our common  stock at
the time of exercise and would result in a dilution of the percentage  ownership
of existing stockholders.  The terms upon which we may obtain additional capital
may be  adversely  affected  during  the  period  in which the  warrants  remain
exercisable.  Warrantholders  may be expected to exercise them at a time when we
would,  in all  likelihood,  be able to  obtain  equity  capital  on terms  more
favorable than the exercise price of the warrants.                              

     We may not call the  warrants  for  redemption  if there  does not exist an
effective   registration   statement   relating   to  the   underlying   shares.
Warrantholders  may not be able to exercise their warrants if they have not been
qualified for sale under the laws of the state where the warrantholder  resides.
A call for  redemption  could force the  warrantholder  to accept the redemption
price,  which,  in the event of an increase in the price of the stock,  would be
substantially less than the difference between the exercise price and the market
value at the time of redemption.                                                

Reports to Stockholders                                                         

     We intend to  furnish  our  stockholders  with  annual  reports  containing
audited financial statements as soon as practicable after the end of each fiscal
year. Our fiscal year ends on December 31st.                                    

Dividends                                                                       

     We have only been  recently  organized,  have no earnings  and have paid no
dividends.  Look Models likewise has not shown positive earnings in the past two
(2) fiscal  years,  and has paid no  dividends.  The  combined  company,  in all
likelihood,  will use its earnings, if any, to develop its business and does not
intend to declare dividends for the foreseeable future.                         

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Transfer Agent                                                                  

     We have  appointed  Olde Monmouth  Stock  Transfer  Co.,  Inc., 77 Memorial
Parkway,  Suite 101, Atlantic Highlands,  New Jersey 07716 as transfer agent for
our shares of common stock and warrants.                                        

Certain Income Tax Consequences                                                 

     In our management's  opinion, our acquisition of Look Models is intended to
qualify as a "tax-free reorganization" for purposes of the United States federal
income tax so that our  stockholders and the stockholders of Look Models subject
to United States taxes will not recognize gain or loss from the transaction.  In
addition,  the  transaction is not intended to result in the recognition of gain
or loss to either us or Look Models in the respective  jurisdictions  where each
of us is subject to  taxation.  We have not obtained an opinion of counsel nor a
ruling  from the  Internal  Revenue  Service.  You should  consult  your own tax
advisors as to the specific tax consequences of our acquisition.                

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 WHERE YOU CAN FIND MORE INFORMATION

     We  have  filed  with  the   Commission   under  the   Securities   Act,  a
post-effective  registration statement relating to this prospectus.  We have not
included in the prospectus all of the information in the registration  statement
and the attached  exhibits.  Statements  of the contents of any document are not
necessarily complete. Copies of these documents are contained as exhibits to the
registration  statement.  We will provide to you a copy of any of any referenced
information  if you  contact  us at 950 11th  Street,  West  Vancouver,  British
Columbia V7T 2M3 Canada,  Attention:  Chief Financial  Officer,  telephone (604)
926-6775.                                                                       

     As of the effective date of the post-effective  registration  statement, we
will be a reporting company and will be subject to the reporting requirements of
the Securities  Exchange Act. We will file periodic  reports  voluntarily in the
event that our obligation to file such reports is suspended  under Section 15(d)
of the Securities  Exchange Act. Our filings may be inspected and copied without
charge at the Commission,  Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,
Washington,  D.C. 20549 and at the following regional offices:  Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661. Copies of
our filings can be obtained from the Public Reference Section of the Commission,
Room 1024,  Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549 at
prescribed  rates. We have filed this  registration  statement and will file all
future  registration  statements and other documents and reports  electronically
through EDGAR,  the Electronic  Data Gathering,  Analysis and Retrieval  System.
These documents are publicly  available through the Commission's  Internet World
Wide Web site at http://www.sec.gov/.                                           

     We intend to furnish to our  stockholders,  after the close of each  fiscal
year, an annual report relating to our operations  containing  audited financial
statements  examined  and  reported  upon  by an  independent  certified  public
accountant. In addition, we may furnish to our stockholders,  from time to time,
such other reports as may be  authorized  by our board of directors.  Our year -
end is December 31.                                                             

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     You can also call or write us at any time with any  questions you may have.
We would be pleased to speak with you about any aspect of our  business  and the
offering.                                                                       

     Until 90 days  after the date  when the  escrowed  funds  and  certificates
representing the common stock and warrants are released from escrow, all dealers
effecting  transactions  in the units,  the shares or warrants  contained in the
units,  or the shares  underlying  the  warrants  may be  required  to deliver a
prospectus.                                                                     

 LEGAL PROCEEDINGS

     We are not a party  to,  nor  are we  aware  of any  existing,  pending  or
threatened lawsuits or other legal actions.                                     

EXPERTS       

     Sheila Corvino, Esq., 811 Dorset West Road, Dorset, Vermont is passing upon
the  validity of the shares of common stock and the  warrants  constituting  the
units and the shares of common stock  underlying  the  warrants  which are being
offered pursuant to this prospectus.                                            

     Our financial  statements as of the period ended  December 31, 2000 and for
the year ended  December  31, 2001 all  included in this  prospectus  and in the
registration  statement,  and have been so included in reliance upon the reports
of Thomas P.  Monahan,  independent  certified  public  accountant  and upon the
authority of said firm as experts in accounting and auditing.                   

     The audited consolidated financial statements of Look Models International,
Inc. as of December  31, 2001 and for each of the years in the  two-year  period
then ended included herein and elsewhere in the registration statement have been
audited by Horwath Gelfond Hochstadt Pangburn P.C., independent certified public
accountants,  to the  extent  set forth in their  report  appearing  herein  and
elsewhere in this registration statement. Such financial statements have been so
included in reliance upon the report of such firm given upon their  authority as
experts in auditing and accounting.                                             

FINANCIAL STATEMENTS

     The following  are our financial  statements,  with  independent  auditor's
report, for the period from inception, September 28, 1999, to December 31, 2000;
audited  financial  statements  for the year ended  December 31,  2001,  audited
consolidated  financial  statements of Look Models for the years ended  December
31, 1999, 2000, and 2001.                                                       

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 REPORT OF INDEPENDENT AUDITOR

To The Board of Directors and Shareholders                                      
of Kingsgate Acquisitions, Inc. (a development stage company)                   

     I have audited the  accompanying  balance sheet of Kingsgate  Acquisitions,
Inc. (a  development  stage  company) as of December 31,  2001,  and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years ended December 31, 2000 and 2001.  These financial  statements are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.                        

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

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of Kingsgate Acquisitions, Inc.
(a  development  stage  company)  as of  December  31,  2001,  and  the  related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years ended December 31, 2000 and 2001 in conformity with generally accepted
accounting principles.                                                          

     The  accompanying  financial  statements  have been prepared  assuming that
Kingsgate  Acquisitions,  Inc. (a development  stage company) will continue as a
going concern.  As more fully  described in Note 2, the Company is a blank check
company  that is  dependent  upon the  success  of  management  to  successfully
complete a self underwriting and locate a potential  business to acquire and may
require  additional  capital  to enter  into  any  business  combination.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  Management's  plans as to these matters are described in Note 2.
The financial  statements do not include any adjustments to reflect the possible
effects on the  recoverability  and  classification of assets or the amounts and
classifications  of liabilities  that may result from the possible  inability of
Kingsgate  Acquisitions,  Inc. (a  development  stage  company) to continue as a
going concern.                                                                  

 /s/Thomas Monahan
              ----------------------------
THOMAS MONAHAN
             Certified Public Accountant
Paterson, New Jersey                                                            
March 15, 2002                                                                  

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KINGSGATE ACQUISITIONS, INC.
 (A development stage company)

                                                                [Download Table]

                                  BALANCE SHEET                  

                                                     December 31,
                                                         2001    
                                                      -----------
                                                                 
ASSETS                                                           

Current assets                                                   
  Cash                                                 $    1,529
  Escrowed funds receivable                                90,338
                                                       ----------
  Total current assets                                     91,867

     Total                                             $   91,867
                                                       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY                             

Current liabilities                                              
 Accrued liabilities                                   $      500
                                                        ---------
 Total current liabilities                             $      500

STOCKHOLDERS' EQUITY                                             

  Preferred stock, $.001 par value;                              
   5,000,000 shares authorized;                                  
   -0- shares issued and outstanding                             

  Common stock, $.001 par value;                                 
  45,000,000 shares authorized;                                  
  At December 31, 2001 there were 3,000,000                      
  shares issued and outstanding respectively.              3,000 

  Additional paid-in capital                             105,215 

  Deficit accumulated during the                                 
  development stage                                      (16,848)
                                                        ---------
     Total stockholders equity                            91,367 
                                                        ---------
     TOTAL LIABILITIES AND                                       
        STOCKHOLDERS' EQUITY                            $ 91,867 
                                                       ========= 

See notes to financial statements.  

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KINGSGATE ACQUISITIONS, INC.
 (A development stage company)

                                                                [Download Table]

                             STATEMENT OF OPERATIONS                          

                                                For the              For the  
                                               year ended          year ended 
                                              December 31,        December 31,
                                                  2000                2001    
                                            -----------------    -------------
                                                                              
Income                                          $   -0-            $   -0-    

Costs of goods sold                                 -0-                -0-    
                                                  ------            -------   

Gross profit                                        -0-                -0-    

Operations:                                                                   
 General and administrative                       1,708             17,021    
 Depreciation and Amortization                      -0-                -0-    
                                                  ------            -------   
Total costs                                       1,708             17,021    

Other income                                                                  
  Interest income                                   888              1,656    
                                                  ------            -------   
Total other income                                  888              1,656    

Net profit (loss)                                $ (820)          $(15,365)   
                                                 =======            =======   
PER SHARE AMOUNTS:                                                            
  Net profit (loss) per common                                                
   share outstanding - basic                  $    0.00             ($0.01)   
                                              =========             ========= 

SHARES OF COMMON STOCK OUTSTANDING            3,000,000           3,000,000   
                                              ==========          ==========  

See notes to financial statements.

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KINGSGATE ACQUISITIONS, INC.
 (A development stage company)

                                                                [Download Table]

                             STATEMENT OF CASH FLOWS                         

                                                For the           For the    
                                              year ended        year ended   
                                             December 31        December 31  
                                                 2000               2001     
                                         --------------------   -------------
                                                                             

CASH FLOWS FROM OPERATING ACTIVITIES:                                        
  Net loss                                       $   (820)       $(15,365)   
  Item not affecting cash flow                                               
       from operations:                                                      
    Amortization                                       -0-           -0-     

    Accrued expenses                                   -0-           -0-     
                                                  ---------         -----    
     NET CASH USED IN OPERATING ACTIVITIES            (820)       (15,365)   

CASH FLOWS FROM INVESTING ACTIVITY:                                          

    Deferred offering costs                            -0-            -0-    
                                                   ---------        -----    
CASH USED IN INVESTING ACTIVITIES                      -0-            -0-    

CASH FLOWS FROM FINANCING ACTIVITY:                                          
  Sales of common stock                            100,000            -0-    
                                                   ---------        -----    
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES          20,000            -0-    

Increase (decrease) in cash                         99,180        (15,365)   
Cash balance beginning of period                     8,052        107,232    
                                                   ---------       -------   
CASH, end of period                               $107,232         91,867    

SUPPLEMENTAL DISCLOSURE OF                                                   
     CASH FLOW INFORMATION:                                                  
  Cash paid for interest                          $     -          $  -      
  Cash paid for income taxes                      $     -          $  -      

See notes to financial statements.  

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KINGSGATE ACQUISITIONS, INC.
 (A development stage company)

                                                        [Enlarge/Download Table]

                        STATEMENT OF STOCKHOLDERS' EQUITY                                             

                                                                              Deficit                 
                                                                            accumulated               
                                                               Additional     during                  
                    Preferred   Preferred    Common    Common    paid in    development               
                      stock       stock       stock     stock    capital       stage         Total    
                     (shares)      ($)      (shares)     ($)      ($)          ($)            ($)     
----------------------------------------------------------------------------------------------------- 
                                                                                                      

Sale of 2,000,000                                                                                     
shares of                                                                                             
common stock              0      $    0    2,000,000   $  2,000    $ 18,000                $ 20,000   

Net profit (loss)                                                              $ (663)         (663)  
------------------------------------------------------------------------------------------------------
Balance                                                                                               
December 31,1999          0      $    0    2,000,000   $  2,000    $ 18,000    $ (663)     $ 19,337   

Sale of stock                              1,000,000      1,000      99,000                 100,000   
Write off of deferred                                                                                 
offering expenses                                                   (11,785)                (11,785)  

Net income (loss)                                                                (820)         (820)  
------------------------------------------------------------------------------------------------------
Balances                                                                                              
December 31, 2000        0      $    0    3,000,000    $  3,000     $105,215  $ (1,483)     $106,732  

Net income (loss)                                                                 (820)         (820) 
----------------------------------------------------------------------------------------------------- 
Balances                                                                                              
December 31, 2001        0      $    0    3,000,000    $  3,000     $105,215  $ 15,365      $ 91,367  

See notes to financial statements.

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KINGSGATE ACQUISITIONS, INC.
 (A development stage company)

 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2001

NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY                            

     Kingsgate Acquisitions,  Inc. (the "Company"), was organized in Delaware on
September 28, 1999 and is authorized to issue 50,000,000 shares of common stock,
$0.001 par value each and 5,000,000 shares of preferred stock,  $0.001 par value
each.                                                                           

     The Company is a "blank check" company which plans to search for a suitable
business to merge with or acquire. Operations since incorporation have consisted
primarily  of  obtaining  capital  contributions  by the initial  investors  and
activities  regarding the  registration  of the offering with the Securities and
Exchange Commission.                                                            

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Presentation                                                           

     The accompanying financial statements have been prepared on a going concern
basis which  contemplates  the  realization  of assets and the  satisfaction  of
liabilities  in the normal  course of  business.  The  Company is a blank  check
company  that is  dependent  upon the  success  of  management  to  successfully
complete a self underwriting and locate a potential  business to acquire and may
require  additional  capital  to enter  into  any  business  combination.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The Company is dependent upon its ability to have positive cash
flows from  operations to sustain any business  activity.  The Company's  future
capital requirements will depend on numerous factors including,  but not limited
to, continued progress in completing its self underwritten  offering,  finding a
business to  acquire,  completing  the process of  acquiring  the  business  and
obtaining  the  needed  investment  capital  and  working  capital  to engage in
profitable operations.  The Company plans to engage in such financing efforts on
a continuing basis.                                                             

     The financial  statements  presented  consist of the balance  sheets of the
Company  as at  December  31,  2000  and  2001  and the  related  statements  of
operations and cash flows and stockholders'  equity for the years ended December
31, 2000 and 2001.                                                              

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 

Deferred Offering Costs                                                         

     As Of December 31, 1999,  deferred offering costs  aggregating  11,785 were
incurred in anticipation of the Company filing a registration statement pursuant
to Rule 419 under the  Securities  Act of 1933, as amended,  are being  deferred
until the registration is complete.                                             

     As of December 31, 2000, the deferred  offering costs were charged  against
the proceeds a completed offering aggregating $100,000.                         

Organization Costs, Net                                                         

Organization costs are being charged to operations.                   

Income Taxes                                                                    

     The Company  accounts for income taxes in accordance  with the Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the  recognition  of deferred tax  liabilities  and assets at currently
enacted tax rates for the expected  future tax  consequences of events that have
been included in the financial  statements or tax returns. A valuation allowance
is  recognized  to reduce the net  deferred  tax asset to an amount that is more
likely than not to be  realized.  The tax  provision  shown on the  accompanying
statement of operations is zero since the deferred tax asset  generated from the
net  operating  loss is offset in its entirety by a valuation  allowance.  State
minimum taxes will be expensed as incurred.                                     

Cash and Cash Equivalents                                                       

     Cash  and  cash  equivalents,  if  any,  include  all  highly  liquid  debt
instruments  with an original  maturity  of three  months or less at the date of
purchase.                                                                       

Fair Value of Financial Instruments                                             

     Cash,  accounts  payable and other current  liabilities are recorded in the
financial  statements at cost, which  approximates  fair market value because of
the short-term maturity of those instruments.                                   

Use of Estimates                                                                

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.             

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 

Significant Concentration of Credit Risk                                        

     At December 31, 2001, the Company has a concentration of its credit risk by
maintaining deposits in one bank. The maximum loss that could have resulted from
this risk totaled $-0- which  represents  the excess of the deposit  liabilities
reported  by the banks over the  amounts  that  would  have been  covered by the
insurance.                                                                      

NOTE 3 - STOCKHOLDERS' EQUITY                                                   

Common Stock                                                                    

     For the period from  inception,  September  28, 1999, to December 31, 1999,
the Company sold an  aggregate  of 2,000,000  shares of common stock to thirteen
investors for an aggregate consideration of $20,000 or $0.01 per share.         

     In July, 2000, the Company  completed an offering for the sale of 1,000,000
units at $.10 per unit or an aggregate  offering  price of  $100,000.  Each unit
consists of one share of common stock and five redeemable  common stock purchase
warrants.                                                                       

     The Company filed a registration statement with the Securities and Exchange
Commission pursuant to Rule 419. The offering was conducted , on a "best efforts
all-or-none  basis"  and  consisted  of  1,000,000  units at $.10 per unit or an
aggregate offering price of $100,000.  Each unit consists of one share of common
stock and five  redeemable  common  stock  purchase  warrants.  Each  warrant is
exercisable  at $1.00  for a period of two years  from the  effective  date of a
registration  statement  relating to the underlying  shares of common stock. The
warrants are redeemable at any time,  upon thirty day's written  notice,  in the
event the  average  closing  price of the common  stock is at least  $1.25 for a
period of twenty  consecutive  trading days ending  within ten days prior to the
notice of redemption.                                                           

     As of December 31, 2001,  the  1,000,000  shares of common stock were being
held in escrow pending approval of the Company's post-effective amendment by the
Securities and Exchange Commission.                                             

     Subsequent to the date of the Balance Sheet, the aggregate of $100,000 less
10% ($10,000)  for working  capital  expenses,  as allowed by Rule 419, has been
returned to the shareholders.                                                   

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NOTE 3 - STOCKHOLDERS' EQUITY (continued)                                       

Preferred Stock                                                                 

     Up to 5,000,000  shares of preferred  stock may be issued from time to time
in one or more  series.  The  Company's  board  of  directors,  without  further
stockholder  approval,  is  authorized  to fix the  dividend  rights  and terms,
conversion rights, voting rights, redemption rights, liquidation preferences and
other  rights  and  restrictions  relating  to any  such  series.  Issuances  of
additional shares of preferred stock, while providing  flexibility in connection
with possible  financings,  acquisitions  and other corporate  purposes,  could,
among other  things  adversely  affect the voting  power of the holders of other
securities  and may, under certain  circumstances,  have the effect of deterring
hostile takeovers or delaying changes in control or management.                 

     The number of shares of preferred stock outstanding at December 31, 2001 is
$-0-.                                                                           

NOTE 4 - RULE 419 REQUIREMENTS                                                  

     Rule 419 requires  that  offering  proceeds be deposited  into an escrow or
trust   account   (the   "Deposited    Funds"   and   "Deposited    Securities",
respectively)governed   by  an  agreement  which  contains   certain  terms  and
provisions  specified  by that rule.  The Company may and did receive 10% of the
escrowed  funds for  working  capital.  The  remaining  Deposited  Funds and the
Deposited  Securities  will be released  to the  Company  and to the  investors,
respectively,  only  after  the  Company  has  met  the  following  three  basic
conditions.  First,  the Company must execute an  agreement  for an  acquisition
meeting  certain   prescribed   criteria.   Second,  the  Company  must  file  a
post-effective  amendment to its registration statement which includes the terms
of a reconfirmation  offer that must contain conditions  prescribed by Rule 419.
The  post-effective  amendment  must  also  contain  information  regarding  the
acquisition candidate and its business,  including audited financial statements.
The agreement  must include,  as a condition  precedent to its  consummation,  a
requirement  that the number of investors  who  contributed  at least 80% of the
offering proceeds must elect to reconfirm their investments.  Third, the Company
must  conduct  the  reconfirmation  offer  and  satisfy  all of  the  prescribed
conditions.  The  post-effective  amendment  must also  include the terms of the
reconfirmation  offer mandated by Rule 419.  After the Company  submits a signed
representation  to the escrow agent that the  requirements of Rule 419 have been
met and after the acquisition is  consummated,  the escrow agent can release the
Deposited Funds and Deposited  Securities.  Investors who do not reconfirm their
investments  receive the return of a pro rata portion thereof;  and in the event
investors  representing  less than 80% of the Deposited  Funds  reconfirm  their
investments, the Deposited Funds are returned to all the investors on a pro rata
basis.  Subsequent  to the date of the  financial  statements,  the  Company was
advised by the Securities and Exchange                                          

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NOTE 4 - RULE 419 REQUIREMENTS (continued)                                      

     Commission that, as it had not consummated its business  combination within
the  statutorily  prescribed  eighteen  month period,  the funds  deposited into
escrow must be returned to the investors.  Subsequent to the date of the balance
sheet, these funds have been returned to investors.                             

NOTE 5 - GAIN (LOSS) PER SHARE OF COMMON STOCK                                  

     Net gain  (loss)  per share of common  stock  outstanding,  as shown on the
statement of  operations,  is based on the number of shares  outstanding at each
balance sheet date.  Weighted average shares  outstanding was not computed since
it would not be meaningful in the circumstances, as all shares issued during the
period from  incorporation  through  December 31, 2001 were for initial capital.
Therefore,  the total shares outstanding at the end of each period was deemed to
be the most  relevant  number of shares to use for purposes of this  disclosure.
For future  periods,  the Company  will  utilize the  treasury  stock method for
computing  earnings  per share,  and will compute a weighted  average  number of
shares   outstanding  once  additional   shares  of  stock  are  issued  to  new
stockholders.   Under  the  treasury  stock  method,   the  dilutive  effect  of
outstanding  stock  options and other  convertible  securities  for  determining
primary earnings per share is computed using the average market price during the
fiscal  period,  whereas the dilutive  effect of  outstanding  stock options and
convertible  securities  for  determining  fully  diluted  earnings per share is
computed using the market price as of the end of the fiscal  period,  if greater
than the average market price.                                                  

NOTE 6 - RELATED PARTY TRANSACTIONS                                             

Office Facilities                                                               

     Rental of office space and use of office,  computer and  telecommunications
equipment are provided by the President of the Company on a month to month basis
at a monthly rental of $500 per month  commencing  with the sale of the units in
the proposed offering until consummation of an acquisition.  For the period from
inception,  September  28,  1999,  to December  31, 1999 and for the years ended
December 31, 2000 and 2001, the accrual for rent is $-0-.                       

Officer Salaries                                                                

     For the period from inception, September 28, 1999, to December 31, 1999 and
for the years ended  December 31, 2000 and 2001 no officer has received a salary
in  excess  of  $100,000  and  no  officer  will  receive  a  salary  until  the
consummation of an acquisition.                                                 

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NOTE 7 - HISTORY OF TRANSACTION; RULE 419                                       

     The Company through an initial  self-underwritten  public offering pursuant
to Rule 419 of the  Securities Act of 1933,  sold  1,000,000  units at $0.10 per
unit  raising an  aggregate  of  $100,000.  Each unit  consisted of one share of
common stock and five two-year  redeemable common stock purchase  warrants.  All
the  offering  proceeds  as well as  certificates  representing  the  shares and
warrants purchased in the offering are being held in an escrow account. Pursuant
to a securities  purchase agreement dated August 16, 2000, the Company purchased
all the common stock of Sky E-Com Corporation.                                  

     On  August  16,  2000,  the  Company  entered  into a  Securities  Purchase
Agreement, (the "Agreement") whereby the Company would issue 7,854,400 shares of
common  stock to former Sky E-Com  shareholders  in  proportion  to their  share
holdings.  In addition,  our founding  stockholders will transfer to Sky E-Com's
stockholders  1,500,000 of their  shares.  Our founders  shall  continue to hold
500,000 shares,  representing 4.6% of the combined entity.  The Company's public
stockholders  hold 1,000,000  shares,  representing 9.2% of the combined entity.
The former  stockholders  of Sky E-Com will own  9,354,400  shares of our common
stock representing 86.2% of the combined entity.                                

     The acquisition was the subject of a prospectus for the  reconfirmation  of
the offering and the election to remain investors.                              

As Of December 31, 2000, the transaction has been rescinded.          

     Effective July 25, 2001, the Company entered into an acquisition  agreement
(the  Agreement)  with Look  Models  International,  Inc.  ("LMI"),  a  Delaware
Corporation,  that  through  its  wholly-owned  subsidiaries,  operates  a model
agency, an event marketing,  licensing and sponsorship  business,  and a product
development and distributor business that manufactures and distributes a line of
cosmetics and other related  products both in the retail and wholesale  sectors.
Kingsgate, a development stage corporation,  was organized on September 28, 1999
as a vehicle to acquire or merge with a business.                               

     Pursuant  to the  Agreement,  the  shareholders  of LMI  agreed  to sell to
Kingsgate 100% of all of the issued and  outstanding  shares of LMI, in exchange
for 10,500,000,  $.001 par value,  newly issued shares of voting common stock of
Kingsgate.  Additionally,  1,000,000,  $.001 par  value  common  shares  held by
Kingsgate's  founders  are to be  transferred  to the  founder of LMI,  Wolfgang
Schwarz.  After the transaction and assuming the sale of all 1,000,000 shares of
common  stock  pursuant  to  this  offering,  Kingsgate  will  have a  total  of
13,500,000 shares of common stock issued and outstanding.                       

As of December 31, 2001, this merger has not yet been consummated     

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INDEPENDENT AUDITORS' REPORT

Board of Directors                                                              
Look Models International, Inc.                                                 

     We have audited the accompanying  consolidated balance sheet of Look Models
International,  Inc. and  subsidiaries  as of December 31, 2001, and the related
consolidated  statements of  operations,  changes in  shareholders'  deficit and
comprehensive  income,  and cash  flows  for each of the  years in the  two-year
period then ended.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audits.                                      

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of Look Models
International,  Inc. and subsidiaries as of December 31, 2001 and the results of
their  operations  and their  cash  flows for each of the years in the  two-year
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.                             

HORWATH GELFOND  HOCHSTADT  PANGBURN, P.C.                                      
Denver, Colorado                                                                
March 15, 2002                                                                  

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                                                                [Download Table]


                LOOK MODELS INTERNATIONAL, INC.                        

                  CONSOLIDATED BALANCE SHEET                           

                       DECEMBER 31, 2001                               

                            ASSETS                                     

                                                                       

Current assets:                                                        

    Cash and cash equivalents                     $       46,203       

    Trade accounts receivable                            271,279       

    Inventories                                          158,943       
    Prepaid expenses and other current                                 
    assets                                               114,621       
                                                 ----------------------

        Total current assets                             591,046       
                                                 ----------------------

Property and equipment, net                               43,494       

Intangible assets, net                                   104,810       

Deposit                                                   16,281       
                                                -----------------------

                                                         164,585       
                                                  ---------------------

      Total assets                                $      755,631       
                                               ========================

 (Continued)

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                                                                [Download Table]


              LOOK MODELS INTERNATIONAL, INC.                       

          CONSOLIDATED BALANCE SHEET (CONTINUED)                    

                     DECEMBER 31, 2001                              

         LIABILITIES AND SHAREHOLDERS' DEFICIT                      

                                                                    

Current liabilities:                                                

   Trade liabilities                          $         718,833     

   Accrued expenses and other current liabilities       270,798     

   Advances payable, related party                      812,911     

   Short-term borrowings                                631,358     
                                              ----------------------

        Total liabilities (all current)               2,433,900     
                                              ----------------------

Commitments and contingencies                                       

Shareholders' deficit:                                              
   Preferred stock, $0.001 par value;  20,000,000                   
   shares authorized; none issued                                   
   Common stock, $0.001 par value; 50,000,000                       
   shares authorized; 10,625,308 shares issued                      
   and outstanding                                       10,626     

   Additional paid-in capital                         2,924,078     

   Accumulated decifit                               (4,918,370)    

   Accumulated other comprehensive income               305,397     
                                             ---------------------- 

        Total shareholders' deficit                  (1,678,269)    
                                             ---------------------- 

        Total liabilities and                                       
        shareholders' deficit                 $         755,631     
                                            ======================  


See notes to consolidated financial statements. 

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                                                        [Enlarge/Download Table]

                             LOOK MODELS INTERNATIONAL, INC.                             

                          CONSOLIDATED STATEMENTS OF OPERATIONS                          

                         YEARS ENDED DECEMBER 31, 2001 AND 2000                          



                                    December 31, 2001              December 31, 2000     
                               ----------------------------    --------------------------

                                                                                         

Sales                            $       1,076,237                $      1,220,841       

Cost of sales                             (662,601)                      (839,754)       
                                                               --------------------------
                               ----------------------------                              
Gross margin                                                                             
                                           413,636                        381,087        
                               ----------------------------    --------------------------

Selling expenses                          (430,375)                     (483,378)        

Administrative expenses                 (1,648,951)                   (1,503,701)        
                               ----------------------------    --------------------------

                                        (2,079,326)                   (1,987,079)        
                               ----------------------------    --------------------------

Loss from operations                    (1,665,690)                   (1,605,992)        
                               ----------------------------    --------------------------

Other income (expense):                                                                  

  Interest expense                         (55,826)                      (48,127)        

  Other, net                                (4,434)                      (26,319)        
                               ----------------------------    --------------------------

                                           (60,260)                      (74,446)        
                               ----------------------------    --------------------------

Net loss                             $   (1,725,950)    $             (1,680,438)        
                               ============================    ==========================


See notes to consolidated financial statements. 

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 LOOK MODELS INTERNATIONAL, INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
AND COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                        [Enlarge/Download Table]


                                         Common stock                                                                             
                                 -------------------------                                        Accumulated                     
                                                                    Additional                       other                        
                                                                     paid-in      Accumulated    comprehensive                    
                                        Shares       Amount          capital        deficit         income           Total        
                                     ------------  ---------      -------------   ------------  ---------------  ------------     
                                                                                                                                  

Balances at January 1, 2000                                      $   212,820     $ (1,511,982)   $  170,847      $ (1,128,315)    

Issuance of common stock in                                                                                                       
   connection with                                                                                                                
   recapitalization                  2,000,000    $   2,000           (2,000)                                                     

Sale of common stock pursuant to                                                                                                  
    private placements, net          7,806,062        7,806         2,099,209                                       2,107,015     

Issuance of common stock in                                                                                                       
    exchange for services              332,812          333           255,917                                         256,250     

Comprehensive income (loss):                                                                                                      
   Net loss                                                                        (1,680,438)                     (1,680,438)    
   Foreign currency translation                                                                                                   
   adjustment                                                                                          68,374          68,374     
                                                                                                 ---------------   -------------- 

Comprehensive loss                                                                                                 (1,612,064)    
                                   -------------- ------------   --------------   ------------   ---------------   ---------------

Balances at December 31, 2000       10,138,874       10,139         2,565,946      (3,192,420)        239,221        (377,114)    
                                  --------------- ------------   --------------   -------------  ---------------   ---------------
Sale of common stock pursuant                                                                                                     
    to private placements, net          62,810           63            70,556                                          70,619     

Issuance of common stock in                                                                                                       
    exchange for services              405,624          406           269,594                                         270,000     

Issuance of common stock in                                                                                                       
    exchange for profit interest                                                                                                  
    payable                             18,000           18            17,982                                          18,000     

Comprehensive income (loss):                                                                                                      
   Net loss                                                                       (1,725,950)                      (1,725,950)    
   Foreign currency translation                                                                                                   
   adjustment                                                                                         66,176           66,176     
                                                                                                 ---------------  ----------------

Comprehensive loss                                                                                                  (1,659,774)   
                                  ------------ ---------------   -------------   ------------   ----------------   ---------------
Balances at December 31, 2001       10,625,308 $      10,626   $     2,924,078   $(4,918,370)     $  305,397        (1,678,269)   

                                 ============== ==============   =============   =============  =================  ===============


 See notes to consolidated financial statements.

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                                                        [Enlarge/Download Table]

                                        LOOK MODELS INTERNATIONAL, INC.                                            

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS                                         

                                    YEARS ENDED DECEMBER 31, 2001 AND 2000                                         


                                                                 December 31, 2001           December 31, 2000     
                                                              ------------------------    -------------------------
                                                                                                                   
Cash flows from operating activities:                                                                              

  Net loss                                                    $            (1,725,950)     $            (1,680,438)
                                                              ------------------------    -------------------------

  Adjustments to reconcile net loss to                                                                             
    net cash used in operating                                                                                     
    activities:                                                                                                    

  Depreciation and amortization                                                31,962                       14,311 

  Issuance of shares for services                                             270,000                      256,250 
  Changes in assets and liabilities:                                                                               

    Increase in accounts receivable                                          (182,656)                     (10,502)
    (Increase) decrease in inventories                                          9,833                     (174,190)
     Increase) decrease in prepaids                                                                                
    (and other current assets                                                 330,407                     (230,900)
    Increase in trade liabilities                                             268,244                      311,100 
    Increase in accrued expenses and                                                                               
     other liabilities                                                         66,099                      147,549 
    Increase in advances payable related party                                356,541                       76,797 
    Decrease in deferred income                                               (27,804)                     (17,006)
                                                              ------------------------    -------------------------
     Total adjustments                                                                                             
                                                                            1,122,626                      373,409 
                                                              ------------------------    -------------------------
  Net cash used in operating activities                                                                            
                                                                            (603,324)                   (1,307,029)
                                                              ------------------------    -------------------------
Cash flows from investing activities:                                                                              

 Capital expenditures                                                        (24,006)                    (155,229) 
 Increase in long-term deposits                                                                           (16,281) 
                                                              -------------------------   -------------------------
 Net cash used in investing activities                                                                             
                                                                              (24,006)                   (171,510) 
                                                              -------------------------   -------------------------
Cash flows from financing activities:                                                                              

  (Decrease) increase in short-term borrowings, net                             57,919                     (78,521)
  Proceeds from issuance of common stock                                        53,645                   2,107,015 
                                                              -------------------------   -------------------------
  Net cash provided by financing activities                                    111,564                   2,028,494 
                                                              -------------------------   -------------------------
Effect of exchange rate changes in cash and cash                                                                   
equivalents                                                                      4,304                     (4,132) 
                                                             -------------------------   ------------------------- 
Net (decrease) increase in cash                                                                                    
                                                                              (511,462)                    545,823 
Cash and cash equivalents at beginning of year                                 557,665                      11,842 
                                                              -------------------------   -------------------------
Cash and cash equivalents at end of year                       $                46,203      $              557,665 
                                                              =========================   =========================
Supplemental disclosures of cash flow information:                                                                 

  Cash paid during the year for interest                       $                55,826     $                48,127 
                                                              =========================   =========================
Supplemental disclosure of non-cash investing                                                                      
  and financing activities:                                                                                        

  Issuance of common stock                                                                                         
     for profit interest                                                                                           
     Payable                                                  $                 18,000                             
                                                              =========================                            

 Stock subscriptions receivable (payment received                                                                  
     on January 21, 2002                                      $                 16,974                             
                                                              =========================                            


See notes to consolidated financial statements. 
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LOOK MODELS INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2001 AND 2000

1.   Organization, basis of presentation and management's plans:      

Organization:                                               

 The following depicts the Company and its major subsidiaries:

----------------------------------------------
Look Models International, Inc
 Delaware, USA
 ---------------------------
 -------------------

100%
------------
----------------------------------------------
Fordash Holdings Ltd
 Bahamas
----------------------------------------------

100%
 -----------------------
----------------------------------------------
 Look Eventmanagement GmbH
 Vienna, Austria
----------------------------------------------

------------------------------------     -------------------------------
  100%                                  100%
-------------------------------------    -------------------------------- 
    Look Model Management GmbH          Look Model Management spol sro
           Vienna, Austria                    Prague, Czech Republic
 ---------------------------------------  ------------------------------------

Look Models  International,  Inc  ("LMI"  or "the  Company")  is a U.S.  holding
company that was incorporated in Delaware in June 2000.               

Fordash  Holdings  Ltd  ("Fordash")  is  a  Bahamas  holding  company  that  was
incorporated in Nassau in July 1999.                                  

Look Eventmanagement  GmbH ("LEM")  handles the sourcing of new models and their
     development, and the organization of promotional events on behalf of a wide
     variety of  customers,  including  automobile  manufacturers  and  national
     airlines.  It was  founded in 1986 under its former name  Wolfgang  Schwarz
Sport- und Kulturveranstaltungen GmbH, Vienna.                        

Look Model Management GmbH ("LMM Austria") reflects the Company's  activities in
     Austria. Look Model Management spol sro ("LMM Czech Republic") reflects the
Company's activities in the Czech Republic.                           

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1.   Organization, basis of presentation and management's plans (continued):    

     The  Company also has  operations in other  European  countries,  including
          Croatia,  Poland, Romania,  Yugoslavia and Slovakia.  These operations
are included in LEM.                                        

     In   addition,  the Company is developing a portfolio of cosmetic  products
          (such as perfumes, sun and body creams) and lingerie. These activities
are recorded in the books of LEM.                           

Basis of presentation:                                                

     The  consolidated  financial  statements  have been  prepared in accordance
          with accounting  principles generally accepted in the United States of
America ("US GAAP").                                        

     The  consolidated  financial statements include the accounts of Look Models
          International,   Inc.  and  it's  wholly-owned   subsidiaries  Fordash
          Holdings Ltd., Look  Eventmanagement  GmbH, Look Model Management GmbH
          and  Look  Model  Management  spol  sro.   Intercompany  balances  and
transactions are eliminated.                                

Management's plans:                                                   

     The  Company's  financial  statements for the years ended December 31, 2001
          and 2000 show that the Company has suffered  net losses of  $1,725,950
          and $1,680,438,  respectively,  and has a shareholders'  deficit and a
          working capital deficiency of $1,678,269 and $1,842,854, respectively,
          as of December 31, 2001.  The Company has  experienced  uncertainty in
          meeting its  liquidity  needs and has relied on outside  investors and
          its principal  shareholder to provide funding.  Management's  plans in
connection with these criteria are as follows:              

          a.   The Company's  president and majority  shareholder  has agreed to
               postpone his claim for all amounts owed to him by the Company and
               to  utilize  funds  from  capital   raised  from   redemption  of
               outstanding  warrants or future equity  transactions  the Company
               may conclude for repayment. At December 31, 2001, such amount was
               $812,911. In addition, the president and majority shareholder has
               agreed to fund 25% of the  operating  expenses  for 2002,  and to
               forego salary in 2002 until such time as  profitable  operations,
               capital raised from redemption of outstanding warrants, or future
               equity transactions  provide the Company the ability to incur his
 salary in accordance with his employment agreement.

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1.   Organization, basis of presentation and management's plans (continued):    

Management's plans:                                                   

     b.   In 2001,  the Company  entered into an  International  Production  and
          Distribution Agreement with a German corporation,  whereby the Company
          obtained, among other things, the worldwide exclusive right to promote
          and distribute a patented cosmetics dispenser under the Company's Look
          Models  and  Catwalk  labels.  Further,  the  Company  entered  into a
          three-year Product  Distribution  Agreement with Models Prefer Ltd., a
          Connecticut corporation. Under this agreement, the Company has granted
          exclusive  distribution  rights, as defined,  to Models Prefer Ltd for
          the   distribution  of  the  dispenser  over  televised   distribution
          channels.  Under the terms of the Product Distribution Agreement,  the
          Company is guaranteed  minimum  purchases of the dispenser,  which are
          expected  to  generate   revenues  to  the  Company  of  approximately
          $575,000,  $900,000 and  $1,200,000,  over each of the three  contract
          years ending November 2002, 2003 and 2004, respectively.  In addition,
          the  exclusivity  provision of this agreement  provides that the above
          revenues  will double in the event that the  purchaser  exercises  its
exclusivity rights.                                         

     c.   The Company is  negotiating  additional  equity  funding  from foreign
          investors, as well as the possibility of a U.S. private placement, and
          expects to complete the reverse  acquisition of a U.S. publicly traded
          development  stage  company  which  will  provide  access  to the U.S.
capital markets.                                            

2.   Significant accounting policies:                                           

Business combinations:                                                

     Effective October 1, 2000,  the Company issued  2,000,000  shares of common
          stock  and a  promissory  note  in the  amount  of  $1,000,000  to the
          shareholder of Fordash in exchange for his interest in Fordash.  Prior
          to the exchange,  the Company had no substantial operations and, under
          accounting  principles  generally  accepted  in the  United  States of
          America,  the transaction was accounted for as a recapitalization,  as
          the shareholder of Fordash acquired all the stock of LMI. Accordingly,
          there  was no  revaluation  of  assets or  liabilities  for  financial
          statement   accounting   purposes.   For   reporting   purposes,   the
          consolidated   financial   statements   reflect  the   above-mentioned
          reorganization  similar  to a pooling  of  interests  with  assets and
          liabilities   recorded  at   historical   cost.   Subsequent   to  the
          recapitalization,  the former  shareholder  of Fordash and the Company
agreed to cancel the note payable.                          

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2.   Significant accounting policies (continued):                               

Foreign currency translation:                                         

     The  financial  position and results of operations of the Company's foreign
          subsidiaries  are  measured  using local  currency  as the  functional
          currency.  The functional  currency for most foreign operations is the
          Austrian  Schilling,  which was replaced by the Euro in January  2002.
          Conversion  to the  Euro is not  expected  to have  an  impact  on the
          Company's financial condition and results of operations.  Revenues and
          expenses of such  subsidiaries  have been translated into U.S. dollars
          at average  exchange rates  prevailing  during the period.  Assets and
          liabilities  have  been  translated  at the  rate of  exchange  at the
          balance sheet date. Translation gains and losses are included in other
          comprehensive income. Aggregate foreign currency transaction gains and
 losses are included in the results of operations as incurred.

Cash and cash equivalents:                                            

     Cash and cash equivalents  comprise cash on hand and deposits with original
maturities of less than three months.                       

Reclassifications:                                                    

     Certain  amounts  reported  in the  2000  financial  statements  have  been
reclassified to conform to the 2001 presentation.           

Accounts receivable and concentration of credit risk:                 

     The  Company grants credit to its customers,  generally without collateral.
          At December 31, 2001  approximately  $109,835 of net trade receivables
          were  due  from  2  customers.  During  2001  one  cosmetics  customer
          accounted for 25% of sales. No single customer accounted for more than
10% of sales in 2000.                                       

Inventories:                                                          

     Inventories  consist of cosmetic  products ready for sale and are valued by
          using the  first-in,  first-out  (FIFO) method at the lower of cost or
market.                                                     

Property and equipment:                                               

     Property and  equipment  is stated at cost less  accumulated  depreciation.
          Depreciation  expense is  recognized  using the  straight-line  method
primarily over useful lives of 5 years.                     

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2.   Significant accounting policies (continued):                               

Intangible assets:                                                    

     Intangible  assets  consist  of costs  incurred  to develop  the  Company's
          websites  and costs  incurred  to develop  the Look Models and Catwalk
          trademarks.  These are being amortized using the straight-line  method
over 4 and 10 years, respectively.                          

     The  Company  periodically  assesses the carrying  value of its  long-lived
          assets for impairment,  including  operating and office  equipment and
          intangible  assets,  when events and  circumstances  indicate that the
          carrying value of an asset may not be recoverable.  If such assets are
          considered to be impaired, the impairment to be recognized is measured
          by the amount by which the  carrying  amount of the asset  exceeds the
          fair value of the asset.  Based on its review,  the  Company  does not
     believe that any impairment has occurred as of December 31, 2001.

Income taxes:                                                         

     Deferred tax  assets  and  liabilities  are  recognized  for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective tax bases.  Deferred tax assets and  liabilities are
          measured  using enacted tax rates  expected to apply to taxable income
          in the years in which those  temporary  differences are expected to be
recovered or settled.                                       

Revenue recognition:                                                  

     Revenues from  cosmetics  sales are  recognized  upon  delivery of goods to
          customers.  Revenues from event and model management are recognized at
the time services are provided.                             

Advertising:                                                          

     Advertising costs are expensed as incurred. During the years ended December
          31,  2001 and 2000 the  Company  incurred  approximately  $51,761  and
$76,075, respectively in advertising expense.               

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2.   Significant accounting policies (continued):                               

Fair value of financial instruments:                                  

     The  carrying   amounts  of  the  Company's  cash  and  cash   equivalents,
          receivables,  trade liabilities and accrued expenses and other current
          liabilities  approximate  fair values due to the short  maturities  of
          these  instruments.  The carrying  values of the Company's  short-term
          borrowings  approximate  fair  value  based on the  Company's  current
          incremental   borrowing   rates  for   similar   types  of   borrowing
          arrangements.  The fair  values of the  Company's  payables to related
          parties  are not  practicable  to estimate  due to the  related  party
       nature of the underlying transactions and indefinite payment terms.

Stock-based compensation:                                             

     Statement of Financial  Accounting  Standards ("SFAS") No. 123, "Accounting
          for Stock-Based  Compensation"  allows  companies to choose whether to
          account for employee stock-based  compensation on a fair value method,
          or to account for such  compensation  under the intrinsic value method
          prescribed in Accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees"  ("APB 25").  The Company has chosen to
account for employee stock-based compensation using APB 25. 

Segment reporting:                                                    

     The  Company has adopted SFAS No. 131,  "Disclosures  about  Segments of an
          Enterprise and Related  Information"  ("SFAS No. 131").  The Company's
          results of operations and financial  position were not affected by the
implementation of SFAS No. 131.                             

Use of estimates:                                                     

     The  preparation  of financial  statements  in conformity  with  accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.           

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2.   Significant accounting policies (continued):                               

Comprehensive income:                                                 

     SFAS No. 130, "Reporting  Comprehensive Income",  establishes  requirements
          for disclosure of  comprehensive  income which includes  certain items
          previously  not included in the  statements of  operations,  including
          minimum pension liability adjustments and foreign currency translation
          adjustments,  among others.  During the years ended  December 31, 2001
          and 2000, comprehensive income represents foreign currency translation
adjustments.                                                

Recently issued accounting standards:                                 

     In   June 1998, the Financial  Accounting  Standards  Board issued SFAS No.
          133,  "Accounting for Derivative  Instruments and Hedging Activities".
          This  statement,  as amended,  is effective for fiscal years beginning
          after  June  15,  2000.  Currently,  the  Company  does  not  have any
          derivative  financial  instruments and does not participate in hedging
          activities.  Therefore,  SFAS No.  133 did not  impact  the  Company's
consolidated financial statements.                          

     In   July 2001, the Financial  Accounting  Standards  Board ("FASB") issued
          SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and
          Other  Intangible  Assets".  SFAS No. 141  requires  that the purchase
          method of accounting be used for all business  combinations  initiated
          after June 30, 2001.  Use of the  pooling-of-interests  method will be
          prohibited  on a  prospective  basis  only.  SFAS No. 142  changes the
          accounting   for   goodwill   from  an   amortization   method  to  an
          impairment-only  approach.  The Company is  currently  evaluating  the
          impact  that the  adoption  of SFAS No. 141 and SFAS No. 142 will have
its financial condition and results of operations.          

     In   August 2001, the FASB issued SFAS No. 144,  "Accounting for Impairment
          or Disposal of Long-Lived  Assets",  which  addresses  accounting  and
          financial  reporting  for the  impairment  or disposal  of  long-lived
          assets.  This  statement  is  effective  for the Company on January 1,
          2002.  The Company does not expect that adoption of this standard will
          have a material  effect on its  results  of  operations  or  financial
position                                                    

     In   December 1999,  the staff of the  Securities  and Exchange  Commission
          issued Staff Accounting Bulletin ("SAB") No 101, "Revenue  Recognition
          in  Financial  Statements".  SAB No 101, as amended by SAB No 101A and
          SAB No 101B,  was effective no later than the fourth fiscal quarter of
          fiscal years  beginning  after  December 15, 1999. SAB No 101 provides
          the Staff's view in applying generally accepted accounting  principles
          to selected revenue  recognition  issues. The Company believes that it
        complies with the accounting and disclosure described in SAB No 101.

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3.   Property and equipment:                                                    

At   December 31, 2001 property and equipment consists of:            

  Office and computer equipment                          $          90,680
   Less accumulated depreciation                                    (47,186)
                                                             -------------------

                                                         $          43,494
                                                               =================

4.   Intangible assets:                                                         

At December 31, 2001 intangible assets consist of:                    

  Website development costs                               $          8,900
  Design fees for Look Models and Catwalk identity                 112,877
                                                                ----------------

                                                                   121,777
   Less accumulated amortization                                    (16,967)
                                                                 ---------------

                                                            $        104,810

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5.   Short-term borrowings:                                                     

At   December 31, 2001 short-term borrowings consisted of:            

Line of credit, interest of 6.00% at December 31, 2001;               
outstanding balance due in September 2002; collateralized             
by the Company's receivables and guaranteed by the                    
   Company's president                                         $     130,910

Line of credit, interest of 6.00% at December 31, 2001;               
outstanding balance due in September 2002; collateralized             
by the Company's receivables and guaranteed by the                    
   Company's president                                               340,430

Line of credit, interest of 8% at December 31, 2001;                  
outstanding balance due in September 2002; collateralized             
by the Company's receivables and                                      
   guaranteed by the Company's president                             131,198

   Overdraft on bank accounts                                         28,820
                                                                ------------
                                                               $     631,358

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6.   Profit interest payable:                                                   

     Pursuant to Austrian  law,  certain  third-party  investors  were granted a
          profit interest in Look  Eventmanagement GmbH in 2000 in return for an
          investment of $88,888. Under the terms of the agreement, the investors
          were to share in profits  and  losses of the  business.  In 2001,  the
          Company  decided  to  terminate  the  agreement  and  has  provided  a
          liability  as of  December  31,  2001 equal to the  amount  originally
          invested plus 10% interest, which was the amount required to terminate
          the  agreement.  This  liability  is included in accrued  expenses and
          other current liabilities at December 31, 2001 and was fully repaid in
February 2002.                                              

7.   Income taxes:                                                              

     The  Company is subject to income tax on an entity basis on income  arising
          in or  derived  from the tax  jurisdiction  in which  each  entity  is
          domiciled.  The Company's Bahamian subsidiary is not liable for income
          tax. The Company's Austrian and Czech Republic  operations are subject
        to income tax at 34%. Other European operations are not significant.

     The  reconciliation  between the effective tax rate and the statutory  U.S.
federal income tax rate is as follows:                      

                                     December 31,           December 31,
                                       2001                   2000
                                        ------------        ------------------
 Computed "expected" tax benefit        34.00%                    34.00%

Operating losses for which a benefit                                  

    has not been recognized             (34.00%)                  (34.00%)
                                      -------------       ------------------

                                               -                         -
                                    ================          ================

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7.   Income taxes (continued):                                                  

   At   December 31, 2001, the Company's deferred tax assets are as follows:

  Net  operating loss carry forwards (foreign)                   $ 634,117

  Net  operating loss carry forwards (U.S.)                        737,100

   Deferred tax asset valuation allowance                        (1,371,217)
                                                              ----------------

   Net deferred tax assets                                       $         -
                                                                ================

At   December 31, 2001, the Company has foreign operating loss carryforwards and
     U.S.   operating  loss   carryforwards  of  approximately   $1,865,000  and
     $2,168,000,  respectively.  Effective  January 1, 2001 the Austrian tax law
     was changed so that loss  carryforwards can only be used to offset up to 75
     % of the taxable income of a single year. Austrian tax losses are available
     for offset  indefinitely,  and U.S.  tax losses  are  available  for offset
through 2021.                                                         

     The  income tax returns of the Company's  Austrian  subsidiaries  have been
          audited  through  1997.  The Company  does not believe that income tax
          audits (if any) for later years will result in any  material  Austrian
income taxes.                                               

8.   Related parties:                                                           

     Advances payable,  related party, represent amounts advanced to the Company
          by the Company's president and principal shareholder. The advances are
          unsecured,  payable on demand and do not bear interest.  The Company's
          president has agreed to postpone his claim for all amounts owed to him
          by the  Company  through  2002,  or until funds are  acquired  through
          redemption of outstanding warrants or future equity transactions which
will provide the means for repayment.                       

9.   Leases:                                                                    

     The  Company is leasing  automobiles  and office  equipment under operating
          leases.  Rent  expense  under these leases was $39,210 and $42,330 for
          the years ended December 31, 2001 and 2000, respectively.  The Company
          also  leases  office  space  in  Vienna  under  an  agreement  for  an
          indefinite term. Under the agreement, if the Company continues to make
          lease payments at the current  amount,  the lease cannot be terminated
          by the  landlord.  Rent expense for the years ended  December 31, 2001
 and 2000 was approximately $10,100 and $10,200, respectively.

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9.   Leases (continued):                                                        

At   December 31, 2001, future minimum lease payments are as follows: 

         Year ending December 31:                   Amount
                                                       -----------------
               2002                                  $          52,567
               2003                                             19,017
               2004                                             12,171
               2005                                              5,491
               2006                                              4,223
                                                       -----------------

               Total                                 $          93,469
                                                       =================

10. Other post-employment benefits:                                             

     Austrian  employees  have a legal  right  to  severance  payment  if  their
          employment is  terminated by the employer or if the employee  retires.
         Thus, a liability has been recorded for estimated severance payments.

     The following parameters have been used for calculating estimated severance
payments:                                                             

                                                         2001           2000
                                                         ------         ------
   Retirement age:                Male                   61.50         61.50
                                  Female                 56.50         56.50
    Discount rate                                          4.50%         5.00%
Rate of increase in future                                            
        compensation levels                                2.50%         2.00%

     For calculation of estimated severance payments,  the projected unit credit
method was used.                                                      

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10.  Other post-employment benefits (continued):                                

The  calculations of the estimated severance payments are as follows: 

                                                                [Download Table]


                                         December 31,       December 31, 
                                             2001               2000     
                                                                         
Projected benefit obligation at the                                      

   beginning of the period           $         13,374   $         10,208 

Interest costs                                    896                687 

Service costs                                   6,224              4,156 

Recognized actuarial loss                      (1,079)            (1,677)
                                      ----------------   ----------------

Projected benefit obligation at the                                      

  end of the period                  $         19,415   $          13,374
                                     ================    ================

11.  Shareholders' equity:                                                      

     In   connection  with its  recapitalization,  the Company issued  2,000,000
          shares of common stock.  During the years ended  December 31, 2001 and
          2000, the Company issued an additional 486,434 and 8,138,874 shares of
          common stock for $358,619 and $2,363,265,  net, respectively.  A total
          of 62,810 and  7,806,062  shares were issued in private  placements at
          prices ranging from $0.02 to $2.00 per share.  Different  prices arose
          as the  Company  concluded  individual  negotiations  with each of the
          Company's  investors.  In  addition,  in 2001 and  2000,  423,624  and
          332,812  shares,  respectively,  were issued in exchange for legal and
          professional  services and in repayment of certain  liablities.  These
          shares were valued at $288,000 and  $256,250,  respectively,  the fair
          value of the services  received and liabilities paid, which management
considers to be the most reliable measurement.              

     Included in  shares  issued  for  services  are  250,000  shares  valued at
      $240,000, which were issued to a member of the Board of Directors.

12.  Commitments and contingent liabilities:                                    

     The  Company is involved in various claims and legal actions arising in the
          ordinary  course  of  business.  In the  opinion  of  management,  the
          ultimate  disposition of these matters will not have a material effect
on the financial statements of the Company.                 

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13.Operating segments:                                                          

     The  Group  classifies its businesses  into three operating  segments.  The
          segments  have been defined by the services each segment  offers.  The
services offered are described below:                       

Eventmanagement:                                                      

     Look Eventmanagement  GmbH  handles  the  sourcing  of new models and their
          development,  and  the  organization  of  promotional  events.  It was
          founded  1986  under its  former  name  Wolfgang  Schwarz  Sport-  und
Kulturveranstaltungen GmbH, Vienna.                         

Model management:                                                     

Look Model Management GmbH is a model agency operating in Austria.    

Cosmetics:                                                            

     In   2000, the Company started a new operating segment by entering into the
          cosmetics  business.  The products include Eau de toilette,  perfumes,
          body milk and body splash. In 2001, the Company introduced the sale of
sunscreens.                                                 

                                                        [Enlarge/Download Table]

A    summary of sales by country is as follows:                                                   

                                                                                                  
    Year ended                 Event-              Model                                          
   December 31, 2001        management           Management        Cosmetics          Total       
                            ---------------      ----------        ---------      --------------- 
                                                                                                  

Austria                     $         72,601     $        392,497  $       1,043  $     466,141   
United States                                                                                     
    of America                        74,473                    -        277,029        351,502   
Other countries                      247,772                    -         10,822        258,594   
                            ----------------     ----------------  -------------  -------------   
Totals                      $        394,846     $        392,497      $ 288,894   $  1,076,237   
                            ================     ================    ===========   ===============
                                                        [Enlarge/Download Table]


      Year ended         Event-           Model                                        
   December 31, 2000  management        Management        Cosmetics      Total         
                                                                                       
                      ----------------  ----------------  ----------      -------------
Austria               $        429,971  $        439,917  $  42,653       $     912,541
United States                                                                          
     of America                153,090                 -          -             153,090
Other countries                155,210                 -          -             155,210
                      ----------------  ----------------  -------------   -------------
Totals                $        738,271  $        439,917  $  42,653         $ 1,220,841
                      ================  ================  ==========      =============


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13.Operating segments (continued):                                              

                                                        [Enlarge/Download Table]

Information about the Group's operating segments:                                                      


      Year ended             Event-           Model                                                    
   December 31, 2001    management         Management     Cosmetics       Corporate           Total    
                        ----------         ----------     -------------   ---------      -----------   
                                                                                                       

Total revenue           $     394,846     $     392,497   $      288,894   $          -  $   1,076,237 
Profit (loss) from                                                                                     
    Operations               (368,282)         (313,551)          89,101     (1,072,958)    (1,665,690)
Interest expense              (44,103)          (11,723)                              -        (55,826)
Net income (loss)            (415,489)         (326,604)          89,101     (1,072,958)    (1,725,950)
Shares issued for services                                                      270,000        270,000 
Capital expenditures            1,803                 -               -          16,534         18,337 
Depreciation and                                                                                       
     amortization               6,956             7,388               -          15,544         29,888 
Identifiable segment                                                                                   
    assets                     40,090            17,607           22,143         68,464        148,304 
                                                        [Enlarge/Download Table]



      Year ended             Event-           Model                                                  
   December 31, 2000       Management      Management    Cosmetics     Corporate            Total    
                           --------------  -----------  -----------    -----------      -------------
                                                                                                     

Total revenue           $     738,271       $ 439,917   $     42,653                 $   1,220,841   
Profit (loss) from                                                                                   
    Operations               (632,555)        183,756        (57,504)   (1,099,689)     (1,605,992)  
Other expense                 (33,689)        (14,438)                                     (48,127)  
Net income (loss)            (695,267)        167,839        (57,504)   (1,095,506)     (1,680,438)  
Shares issued for services                                                 256,250         256,250   
Capital expenditures           46,004          15,994         22,143        67,652         151,793   
Depreciation and                                                                                     
     amortization               4,403           7,395              -            -           11,798   
Identifiable segment                                                                                 
    assets                     44,133          25,927         22,143        67,652         159,855   


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KINGSGATE ACQUISITIONS, INC.

 TRANSACTION WITH LOOK MODELS INTERNATIONAL , INC.

Effective  July  25,  2001,  Kingsgate  Acquisitions,  Inc.  (the  "Company"  or
     "Kingsgate) entered into an acquisition agreement (the Agreement) with Look
     Models International,  Inc. ("LMI"), a Delaware  Corporation,  that through
     its wholly-owned subsidiaries, operates a model agency, an event marketing,
     licensing  and  sponsorship   business,   and  a  product  development  and
     distributor  business that manufactures and distributes a line of cosmetics
     and other  related  products  both in the  retail  and  wholesale  sectors.
     Kingsgate, a development stage corporation,  was organized on September 28,
1999 as a vehicle to acquire or merge with a business.                

Pursuant to the Agreement,  the  shareholders of LMI agreed to sell to Kingsgate
     100% of all of the issued and  outstanding  shares of LMI, in exchange  for
     10,500,000,  $.001 par value, newly issued shares of voting common stock of
     Kingsgate  additionally,  1,000,000,  $.001 par value common shares held by
     Kingsgate's  founders  are to be issued  to the  founder  of LMI,  Wolfgang
     Schwarz. After the transaction,  and assuming all 1,000,000 shares are sold
     in this  offering,  Kingsgate  will  have a total of  13,500,000  shares of
common stock issued and outstanding.                                  

The  transaction will be accounted for as a reverse  acquisition of Kingsgate by
     LMI, since the shareholder of LMI will own approximately  85.2% of the post
     acquisition common shares of the consolidated  entity immediately after the
     completion of the transaction. For accounting purposes, the acquisition has
     been  treated  as  an   acquisition   of  the  Company  by  LMI  and  as  a
recapitalization of LMI.                                              

The  accompanying unaudited pro forma condensed consolidated balance sheet gives
     effect to the  acquisition  as if it had been  consummated  on December 31,
     2001. The unaudited pro forma condensed  consolidated  balance sheet should
     be read in conjunction with the historical  financial statements of LMI, as
     well  as  those  of  the  Company.   The  unaudited  pro  forma   condensed
     consolidated  balance  sheet  does  not  purport  to be  indicative  of the
     financial  position that actually  would have occurred had the  transaction
     been  consummated  on  December  31,  2001,  or to  project  the  Company's
financial position to any future period.                              

A    pro forma  statement  of  operations  has not been  presented  as Kingsgate
     incurred a loss of $15,365 and $820 for the years ended  December  31, 2001
     and 2000. Neither amount would materially increase the net loss incurred by
     LMI for the  year  ended  December  31,  2001 and  2000 of  $1,725,950  and
     $1,680,438 as shown in the LMI historical  financial  statements.  Loss per
     share  for LMI for the year  ended  December  31,  2001  and 2000  based on
     13,500,000   shares   outstanding   would   have  been   $0.13  and  $0.12,
respectively. F-35                                                    

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                                                        [Enlarge/Download Table]
                                                KINGSGATE ACQUISITIONS, INC.                                                 
                                  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET                                   
                                                     DECEMBER 31, 2001                                                       
                                                            Historical                                                       
                                             -----------------------------------------                                       



                                                  Kingsgate           Look Models         Pro forma                          
                                              Acquisitions, Inc.      International,                                         
                                                                         Inc.           adjustments          Pro forma       
                                             --------------------  -------------------  ---------------   -------------------
                                                                                                                             
ASSETS:                                                                                                                      
Current assets:                                                                                                              

   Cash and cash equivalents                $              1,529  $            46,203                    $            47,732 
   Trade accounts receivable                                                  271,279                                271,279 
   Inventories                                                                158,943                                158,943 
   Prepaid expenses and other current                                                                                        
   assets                                                 90,338              114,621                                204,959 
                                             --------------------  -------------------  ---------------   -------------------
        Total current assets                                                                                                 
                                                          91,867              591,046                                682,913 
                                             --------------------  -------------------  ---------------   -------------------
Property and equipment, net                                                                                                  
                                                                               43,494                                 43,494 
Intercompany receivables                                                                                                   - 

Deferred income taxes                                                                                                      - 

Intangible assets, net                                                        104,810                                104,810 

Deposit                                                                        16,281                                 16,281 
                                             --------------------  -------------------  ---------------   -------------------
        Total assets                        $                     $                                      $                   
                                                          91,867              755,631                                847,498 
                                             ====================  ===================  ===============   ===================
LIABILITIES AND SHAREHOLDERS' DEFICIT                                                                                        
Current liabilities:                                                                                                         

   Trade liabilities                                              $           718,833                    $           718,833 
   Accrued expenses and other current                                                                                        
   liabilities                               $              500               270,798                                271,298 
   Advances payable, related party                                            812,911                                812,911 
   Short-term borrowings                                                      631,358                                631,358 
                                             --------------------  -------------------  ---------------   -------------------
        Total current liabilities                                                                                            
                                                             500            2,433,900                              2,434,400 
                                             --------------------  -------------------  ---------------   -------------------
Shareholders' deficit:                                                                                                       

   Common stock                                            3,000               10,626 A          (126)               13,500  
   Additional paid-in-capital                            105,215            2,924,078 A       (16,848)                       
                                                                                      A           126             3,012,571  
   Accumulated deficit                                   (16,848)          (4,918,370)A        16,848            (4,918,370) 
   Accumulated other comprehensive income                                     305,397                               305,397  
                                             --------------------  -------------------  ---------------   -------------------
        Total shareholders' deficit                                                                                          
                                                          91,367           (1,678,269)                           (1,586,902) 
                                             --------------------  -------------------  ---------------   -------------------
                                          $                       $                                      $                   
                                                          91,867              755,631                               847,498  
                                             ====================  ===================  ===============   ===================


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1.   Description of the transaction:                                            

     Effective July 25, 2001,  Kingsgate  Acquisitions,  Inc. (the  "Company" or
          "Kingsgate")  entered into an acquisition  agreement  (the  Agreement)
with Look Models International, Inc. ("LMI")                

     Pursuant to the  agreement,  the  shareholders  of LMI  agreed  to  sell to
          Kingsgate 100% of all of the issued and outstanding  shares of LMI, in
          exchange  for  10,500,000,  $.001 par value,  newly  issued  shares of
          voting common stock of Kingsgate  additionally,  1,000,000,  $.001 par
          value common shares held by  Kingsgate's  founders are to be issued to
          the  founder of LMI,  Wolfgang  Schwarz.  After the  transaction,  and
          assuming  all  1,000,000  shares are sold  pursuant to this  offering,
          Kingsgate  will have a total of  13,500,000  shares  of  common  stock
issued and outstanding.                                     

     The  transaction  represents as a reverse  acquisition of Kingsgate by LMI,
          since the shareholders of LMI will own approximately 85.2% of the post
          acquisition common shares of the consolidated entity immediately after
          the  completion  of the  transaction.  For  accounting  purposes,  the
          acquisition  has been treated as an  acquisition of the Company by LMI
and as a recapitalization of LMI.                           

     The  historical shareholder's deficit of LMI, prior to the merger, is to be
          retroactively  restated for the equivalent  number of shares exchanged
          in the merger after giving  effect to any  difference in the par value
          of the Company's and LMI's common stock,  with an offset to additional
paid-in capital                                             

2.   Description of the pro forma adjustments:                                  

     (A)  To reflect the acquisition of 100% of the outstanding  common stock of
          LMI in exchange for 11,500,000 shares of Kingsgate's common stock. The
          transaction  is  recorded  as a reverse  acquisition.  The  historical
          shareholders'  deficit  of LMI prior to the  merger  is  retroactively
          restated  (a  recapitalization)  for the  equivalent  number of shares
          exchanged in the merger after giving  effect to any  difference in the
          par value of  Kingsgate's  and LMI's common  stock,  with an offset to
          additional paid-in capital. The accumulated deficit of the acquirer is
carried forward after the acquisition.                      

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Kingsgate Acquisitions, Inc.

     This  Prospectus  does not constitute an offer to sell or a solicitation of
an offer to buy, by any person in any  jurisdiction  in which it is unlawful for
such person to make such offer or  solicitation.  Neither  the  delivery of this
Prospectus nor any offer,  solicitation or sale made hereunder,  shall under any
circumstances create an implication that the information herein is correct as of
any time subsequent to the date of the Prospectus.                              

     Until  ------- ---,  2002 (ninety days after the date funds and  securities
are  released  from the  escrow  account  pursuant  to Rule  419),  all  dealers
effecting   transactions   in  the   registered   securities,   whether  or  not
participating  in  the  distribution  thereof,  may be  required  to  deliver  a
Prospectus.  This is in  addition  to the  obligation  of  dealers  to deliver a
Prospectus  when  acting  as  Underwriters  and with  respect  to  their  unsold
allotment or subscriptions.                                                     

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers                              

     The Delaware General  Corporation Law provides for the  indemnification  of
the  officers,  directors  and  corporate  employees  and  agents  of  Kingsgate
Acquisitions, Inc. (the "Registrant") under certain circumstances as follows:   

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.        

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.      

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstance of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the Court of Chancery or such court shall deem
proper.                                                                         

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     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.                                        

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,  or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (3) by the stockholders.                 

     (e)  Expenses  incurred by an officer or director in  defending  any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be  indemnified  by the  corporation  as  authorized  in this  section.  Such
expenses including attorneys' fees incurred by other employees and agents may be
so paid upon such terms and conditions,  if any, as the board of directors deems
appropriate.                                                                    

     (f) The  indemnification  and advancement  expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other  rights  to which  those  seeking  indemnification  or  advancement
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.                 

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.                                              

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     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its  directors,  officers and employees or agents so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.                                                        

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee  benefit  plan,  its   participants,   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.                                                                        

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee or agent and shall inure to the  benefit of the heirs,  executors,  and
administrators of such person.                                                  

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     Articles  Ninth and Tenth of the  Registrant's  certificate  of incorporate
provide as follows:                                                             

NINTH:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.                                           

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TENTH:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.                                  

Article XII of the Registrant's by-laws provides as follows:                    

ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS                         

1.   INDEMNIFICATION. The corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to any proceeding, whether civil,
     criminal,  administrative  or investigative  (other than an action by or in
     the right of the  corporation) by reason of the fact that such person is or
     was a director,  trustee, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, trustee,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise,  against expenses (including attorneys'
     fees),  judgments,  fines  and  amounts  paid in  settlement  actually  and
     reasonably  incurred by such person in connection with such action, suit or
     proceeding  if such person  acted in good faith and in a manner such person
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation,  and with respect to any criminal action or proceeding, had no
     reasonable  cause to  believe  such  person's  conduct  was  unlawful.  The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the  corporation,  and with
     respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that such person's conduct was lawful.                        

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2.   DERIVATIVE ACTION. The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in the corporation's  favor by reason of the fact that such person
     is  or  was  a  director,  trustee,  officer,  employee  or  agent  of  the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  trustee,  officer,  employee or agent of any other  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person acted in good faith and
     in a manner such person reasonably  believed to be in or not opposed to the
     best   interests   of  the   corporation;   provided,   however,   that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which  such  person  shall  have been  adjudged  to be liable  for gross
     negligence or willful  misconduct in the  performance of such person's duty
     to the  corporation  unless and only to the extent  that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  circumstances  of the case,  such person is fairly and  reasonably
     entitled to  indemnity  for such  expenses as such court shall deem proper.
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
to be in or not opposed to the best interest of the corporation.      

3.   SUCCESSFUL  DEFENSE.  To the  extent  that a  director,  trustee,  officer,
     employee or agent of the corporation has been successful,  on the merits or
     otherwise,  in  whole  or in  part,  in  defense  of any  action,  suit  or
     proceeding  referred to in  paragraphs 1 and 2 above,  or in defense of any
     claim,  issue or matter therein,  such person shall be indemnified  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such  person  in  connection  therewith.  to time in  advance  of the final
     disposition of such action,  suit or proceeding as authorized in the manner
     provided  in  paragraph  4 above upon  receipt of an  undertaking  by or on
     behalf of the director,  trustee,  officer, employee or agent to repay such
     amount unless it shall ultimately be determined by the corporation that the
payment of expenses is authorized in this Section.                    

6.   NONEXCLUSIVITY.  The indemnification  provided in this Section shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled  under  any  law,  by-law,  agreement,  vote  of  stockholders  or
     disinterested  director or  otherwise,  both as to action in such  person's
     official  capacity and as to action in another  capacity while holding such
     office,  and shall continue as to a person who has ceased to be a director,
     trustee,  officer, employee or agent and shall insure to the benefit of the
heirs, executors, and administrators of such a person.                

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7.   INSURANCE.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  trustee,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation as a director,  trustee,  officer,  employee or
     agent  of any  corporation,  partnership,  joint  venture,  trust  or other
     enterprise,  against any liability assessed against such person in any such
     capacity or arising out of such person's status as such, whether or not the
     corporation  would have the power to  indemnify  such person  against  such
liability.                                                            

8.   "CORPORATION"  DEFINED.  For  purpose  of this  action,  references  to the
     "corporation"   shall  include,   in  addition  to  the  corporation,   any
     constituent  corporation  (including  any  constituent  of  a  constituent)
     absorbed in a consolidation or merger which, if its separate  existence had
     continued,  would  have  had the  power  and  authority  to  indemnify  its
     directors,  trustees, officers, employees or agents, so that any person who
     is or was a  director,  trustee,  officer,  employee  or  agent  of such of
     constituent  corporation  will  be  considered  as  if  such  person  was a
director, trustee, officer, employee or agent of the corporation.     

Item 25.  Expenses of Issuance and Distribution                                 

     Our  expenses   relating  to  our  initial  public  offering  and  original
post-effective amendment were the following:                                    

Escrow Fee..................................................     $    750       
Securities and Exchange Commission Registration Fee.........     $  1,546       
Legal Fees..................................................     $ 15,000       
Accounting Fees.............................................     $  5,000       
Printing and Engraving......................................     $    500       
Blue Sky Qualification Fees and Expenses....................     $    500       
Miscellaneous...............................................     $    400       
Transfer Agent Fee..........................................     $      0       
                                                        --------
TOTAL.......................................................     $ 23,696       

     We are not incurring any expenses in  connection  with this  post-effective
amendment. The following are estimated expenses for the post-effective amendment
payable by Look Models:                                                         

Securities and Exchange Commission Registration Fee.. ......     $      0       
Legal Fees..................................................     $ 65,000       
Accounting Fees.............................................     $ 25,000       
Printing and Engraving......................................     $  3,500       
Miscellaneous...............................................     $    500       
Transfer Agent Fees.........................................     $  1,500       
                                                        --------
TOTAL.......................................................     $ 95,500       

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Item 26. Recent Sales of Unregistered Securities                                

     The registrant  issued 2,000,000  shares of common stock between  September
28, 1999 and September 30, 1999 to thirteen  investors for cash consideration of
$.01 per  share  for an  aggregate  investment  of  $20,000.  Barney  Magnusson,
President,  Treasurer and Director, and Leslie McGuffin, Secretary and Director,
purchased 200,000 and 50,000 shares of common stock respectively. The registrant
sold these shares of common stock under the exemption from registration provided
by Section  4(2) of the  Securities  Act.  No  securities  have been  issued for
services.                                                                       

     Neither the  registrant nor any person acting on its behalf offered or sold
the  securities  by  means  of any  form  of  general  solicitation  or  general
advertising.  Purchasers  or the  beneficial  owners  of  purchasers  which  are
entities are friends or business  associates of Barney  Magnusson,  President of
the registrant.                                                                 

     All purchasers represented in writing that they acquired the securities for
their own accounts.  A legend was placed on the stock certificates  stating that
the securities have not been  registered  under the Securities Act and cannot be
sold or otherwise transferred without an effective  registration or an exemption
therefrom. All purchasers of our unregistered securities are accredited         

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EXHIBITS                                                                        

Item 27.                                                                        

2.1  Securities  Purchase Agreement with Look Models  International,  Inc. dated
July 25, 2000*                                                        

3.1  Certificate of Incorporation of Look Models International, Inc.*           

3.2  Amendment to Certificate  of  Incorporation  of Look Models  International,
Inc.*                                                                 

3.3  By-Laws of Look Models International and its affiliates*                   

3.4  Articles of Association of Fordash Holdings, Ltd.*                         

3.5  Memorandum of Association of Fordash Holdings, Ltd.*                       

3.6  Articles of Incorporation of Look Eventmanagement GmbH*                    

3.7  Articles of Incorporation of Look Model Management GmbH*                   

4.1  Specimen Certificate of Common Stock**                                     

4.2  Form of Warrant**                                                          

4.3  Form of Escrow Agreement**                                                 

4.4  Executed Escrow Agreement**                                                

5.1  Opinion of Sheila Covino, Esq. dated October 20, 2000***                   

10.1 Agreement  between  Look   Eventmanagement   GmbH  and  Parfumerie  Douglas
Gesellschaft m.b.H.*                                                  

10.2 Agreement by and between Look Models International, Inc. and Models Prefer,
Ltd.*                                                                 

10.3 Trademark   Licensing   Agreement  between  Uli  Petzold  and  Look  Models
International, Inc.*                                                  

10.4 Look Models International Certificate of Intellectual Property             
registration*                                                         

10.5 Sample Look Evenmanagement Licensing Agreement*                            

10.6 Sample Look Model Manangement Commission Agreement*                        

10.7 Sample Look Model Management Mother Agency Agreement*                      

10.8 Employment Agreement for Wolfgang Schwarz*                                 

23.1 Consent Thomas Monahan, CPA to Use Opinion                                 

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23.2 Consent of Sheila Corvino, Esq. dated October 20, 2000 to use opinion***   

23.3 Consent of Horwarth Gelfond Hochstadt Pangburn, P.C.                       

23.4 Consent of Wolfgang Schwarz*                                               

23.5 Consent of Uli Petzold*                                                    

23.7 Consent of Erwin Krause*                                                   

     *    Previously  submitted as to exhibits to  registration  statement filed
December 7, 2001.                                           

     **   Previously  submitted  as exhibits  to  registration  statement  filed
November 23, 1999.                                          

     ***  Previously  submitted  as  exhibits  to  post  effective  registration
statement filed November 1, 2000                            

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Item 28.                                                                        

UNDERTAKINGS                                                                    

The  Registrant undertakes:                                                     

(1)  To file,  during  any  period in which  offers  or sales  are  being  made,
     post-effective  amendment to this registration statement (the "Registration
Statement"):                                                          

     (i)  To  include  any  prospectus  required  by  Section  10 (a) (3) of the
Securities Act of 1933 (the "Securities Act");              

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          Effective  Date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
in the Registration Statement;                              

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any  material  change  to  such   information  in  this   registration
          statement,   including  (but  not  limited  to)  the  addition  of  an
underwriter;                                                

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  treated  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 thereof. 

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
the offering.                                                         

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant   pursuant  to  any  provisions   contained  in  its  Certificate  of
Incorporation, or by-laws, or otherwise, the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant 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 Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.               

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SIGNATURES

     In accordance  with 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  of  filing on Form SB-2 and  authorized  the  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Vancouver, Province of British Columbia, Canada, on March 29, 2002              

                              KINGSGATE ACQUISITIONS, INC.

                         By: /s/Barney Magnusson
                                   ---------------------------
                                   Barney Magnusson, President

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.                                                            

/s/Barney Magnusson                                           
      -------------------------------                Dated: March 29, 2002
Barney Magnusson                                              
President, Treasurer, Director                                

/s/Leslie McGuffin                                            
      -------------------------------                Dated: March 29, 2002
Leslie McGuffin                                               
Secretary, Director                                           

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This POS AM Filing		Date		First		Last			Other Filings
		9/28/99		7		109
		9/30/99		55		109
		11/23/99		111					SB-2
		12/15/99		45		89
		12/31/99		65		75
		1/1/00		81
		5/2/00		30
		6/12/00		22
		6/15/00		45		89
		7/7/00		55
		7/25/00		110
		7/27/00		19
		8/16/00		76
		9/26/00		22
		10/1/00		85
		10/20/00		110		111
		11/1/00		111					SB-2/A, POS AM
		12/31/00		34		98
		1/1/01		93
		1/19/01		30
		6/30/01		45		89			10QSB
		7/25/01		5		100
		7/27/01		51
		11/15/01		27
		12/5/01		27
		12/7/01		111
		12/31/01		14		99			10KSB
		1/1/02		45		89
		1/21/02		82
		3/15/02		66		77
		3/29/02		113
Filed On / Filed As Of		4/2/02
		11/30/02		27		43
		11/30/03		27		43
		11/30/04		27		43
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