U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                      For the Year Ended December 31, 1998
                           Commission File No. 0-23199


                          WIN-GATE EQUITY GROUP, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

            Florida                                        65-0669842
 (State of Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

   2808 N. Federal Highway, Fort Lauderdale, Florida          33306
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                   (Zip Code)

                                 (954) 561-9766
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

                                                        Name of Each Exchange
     Title of Each Class                                 on Which Registered
     -------------------                                 -------------------

Securities registered under Section 12(g) of the Exchange Act:  None
                                                                -----
--------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                             Yes   [X]       No


                                        1

<PAGE>


         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.____

         State issuer's revenues for its most recent fiscal year:   $-0-

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days:

          [X] Not applicable as there is no market for the Common Stock at this
time.


                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                          Yes ___       No ___


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         4,900,000 shares of Common Stock, $.001 par value, as of October 1,
1999.


                                        2

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS
        -----------------------

Introduction

         Win-Gate Equity Group, Inc. (the "Company/Win-Gate") is a Florida
corporation, organized on May 17, 1996, to seek and effect a merger, acquire the
assets or the capital stock of existing businesses or other similar business
combination (a "Business Combination"). The Company is a development stage
company and has not begun to operate.

         The office address of Win-Gate is 2808 N. Federal Highway, Fort
Lauderdale, Florida 33306. The telephone number is (954) 561-9766. The Company's
fiscal year end is December 31.

Background

         On October 10, 1998, the Company's Registration Statement on Form SB-2
became effective with the Securities and Exchange Commission, and an offering
(the "Blank Check Offering") commenced of 100,000 units (the "Units"). Each Unit
consisted of one (1) share of Common Stock, par value $.001 per share and ten
(10) Common Stock Purchase Warrants at a purchase price of $1.00 per Unit
through the Company's sole director and executive officer, Ms. Debra Janssen. No
commissions or underwriting fees were paid in connection with the Blank Check
Offering which is subject to Rule 419 of the Securities Act of 1933, as amended
(the "Act").

         All of the Common Stock offered by the Company was sold pursuant to the
Company's prospectus. The gross offering proceeds to the Company were $64,000
and all proceeds, along with the Common Stock issued to investors in the Blank
Check Offering were deposited in an escrow account (the "Deposited Funds" and
"Deposited Securities," respectively) with Mellon United National of Miami (the
"Escrow Agent") which were held for the sole benefit of the purchasers of the
Units pursuant to the Blank Check Offering. Ms. Debra Janssen advanced all of
the expenses of the Offering and was not reimbursed for any of such expenses.
While held in the escrow account, the Units could not be traded or transferred.
The Deposited Funds and the Deposited Securities could not be released until an
acquisition meeting certain specified criteria has been made and a sufficient
number of investors reconfirmed their investment in accordance with the
procedures set forth in Rule 419 and promulgated by the Company.

Compliance with Rule 419

         Rule 419 requires that before the Deposited Funds and the Deposited
Securities can be released, the Company must first execute an agreement to
acquire an acquisition candidate meeting certain specified criteria. The
agreement must provide for the acquisition of a business or assets for which the
fair value of the business represents at least 80% of the maximum offering
proceeds received in the Blank Check Offering. On that basis, the fair value of
the business or assets to be


                                        3

<PAGE>



acquired had to have been at least $1,040,000. Once the acquisition agreement
meeting the above criteria had been executed and shareholders representing 90%
of the maximum proceeds received in the Blank Check Offering elected to
reconfirm their investment, the Company must successfully complete the mandated
reconfirmation offering, as discussed below, and consummate the acquisition.

         Pursuant to Rule 419, to the extent that any shareholder does not elect
to remain a shareholder in the Reconfirmation Offer, the Company must return the
entire portion of that shareholder's Deposited Funds. Unless 90% in interest of
the investors elected to remain shareholders of the Company, all shareholders
would be entitled to the return of their portion of the Deposited Funds in the
event that the Company elected to consummate the proposed transaction.
Additionally, Debra Janssen had agreed to absorb all expenses for those
shareholders who did not elect to remain shareholders so that any investor who
did not elect to reconfirm their investment would be entitled to the return of
their entire investment in the Blank Check Offering. Furthermore, in the event
an acquisition was not consummated within 18 months of the effective date of the
Registration Statement which became effective on October 10, 1998 (which
termination date would be April 10, 1999), the Deposited Funds were required to
be returned to all investors.

Reconfirmation Offering

         Within five business days after the effective date of the Company's
Post-Effective Amendment, the Company was to commence a reconfirmation offer.
The terms of the reconfirmation offer included the following conditions: (i) the
prospectus contained in the Post- Effective Amendment would be sent to each
investor whose securities were held in the escrow account within five business
days after the effective date of the Post-Effective Amendment; (ii) each
investor would have no fewer than 20 and no more than 45 business days from the
effective date of the Post-Effective Amendment to notify the Company in writing
that the investor elected to remain an investor; (iii) if the Company did not
receive written notification from any investor within 45 business days following
the effective date, the pro-rata portion of the Deposited Funds and any related
interest or dividends held in the escrow account on such investor's behalf would
be returned to the investor within five business days by first class mail or
other equally prompt means, but only if the proposed transaction were
consummated; (iv) the acquisition would be consummated only if a minimum number
of investors representing 90% of the maximum offering proceeds received in the
Blank Check Offering elected to reconfirm their investments; and (v) if a
consummated acquisition did not occur within 18 months from October 10, 1998,
the effective date of the Company's Blank Check Offering registration statement
(which would be April 10, 1999), the Deposited Funds held in the escrow account
would be returned to all investors on a pro-rata basis within five business days
by first class mail or other equally prompt means.

         The Company was not able to complete the offering on a timely basis,
and as a result, all of the funds were returned to the investors in the Rule 419
offering.

         The Company will continue with its original business plan which
consisted of efforts to seek and undertake a merger, acquire the assets or the
capital stock of existing businesses, effectuate joint


                                        4

<PAGE>

ventures or strategic alliances or otherwise complete a business combination
with independent companies or with entities or businesses affiliated with the
principal of the Company. Inasmuch as certain of the shares of Common Stock held
by shareholders of the Company are eligible for sale pursuant to Rule 144 or are
currently freely tradeable as a result of having been acquired and held for in
excess of two years, the Company plans to seek inclusion of its Common Stock on
the OTC Bulletin Board.

         The Company is currently a reporting company under the Securities
Exchange Act of 1934 pursuant to Section 12(g) of the Securities Exchange Act of
1934. It is the Company's intention to maintain a current status with regard to
its obligation to file periodic reports under the Securities Exchange Act of
1934.

Competition

         The Company expects to encounter intense competition from other
entities having a business objective similar to that of the Company. Many of
these entities are well-established and have extensive experience in connection
with identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater financial, technical,
personnel and other resources than the Company and there can be no assurance
that the Company will have the ability to compete successfully. Inasmuch as the
Company may not have the ability to compete effectively with its competitors in
selecting a prospective Acquired Business, the Company may be compelled to
evaluate certain less attractive prospects. There can be no assurance that such
prospects will permit the Company to meet its stated business objective.

Employees

         As of the date hereof, Roman Fisher, the Company's sole officer,
devotes approximately 50% of his working time to the affairs of the Company.

ITEM 2. DESCRIPTION OF PROPERTY
        -----------------------

         The Company currently maintains its executive business address on a
rent free basis at 2808 N. Federal Highway, Fort Lauderdale, Florida 33306 from
PST Computer, Inc. The Company considers this space adequate for its current
operations.

ITEM 3. LEGAL PROCEEDINGS
        -----------------

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
        --------------------------------------------------------

         Not applicable.


                                        5

<PAGE>


                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS
        ---------------------------------------------------------

         Not Applicable.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
        ----------------------------------------------------------

General

         The Company was organized under the laws of the State of Florida on May
17, 1996 in order to seek and effect a merger, acquire the assets or the capital
stock of existing businesses or other similar business combination. The Company
has not been engaged in active operations since its organization and is in the
developmental stage. From inception of the Company through the fiscal year
ending December 31, 1998, management's primary emphasis has been on organizing
the Company, preparing and completing the Company's Registration Statement on
Form SB-2 for purposes of undertaking the Blank Check Offering and the
investigation of certain potential business opportunities. The Company was not
able to complete the reconfirmation offer on a timely basis and all funds were
returned to investors. The Company remained obligated to file periodic reports
under the Securities Exchange Act of 1934, and will continue to seek to effect a
business combination.

Plan of Operation/Liquidity and Capital Resources

         During the period from the Company's inception through the date hereof,
the Company was principally engaged in organizational activities, completing the
aforementioned Registration Statement and investigation of certain potential
business opportunities. During 1998, the Company completed the public offering
of 64,000 Units pursuant to Rule 419 under the Securities Act of 1933. The
funds, including interest earned thereon, along with the Common Stock sold in
such offering, were held in escrow until the Company could receive shareholder
approval for a proposed acquisition. The Company's principal asset at December
31, 1998 was the $64,000 in restricted cash held in escrow as investor funds
until an acquisition could be consummated. Inasmuch as the acquisition could not
be consummated by April 10, 1999, the deposited funds were returned to
investors. As of December 31, 1998, the Company had total current liabilities of
$20,092.

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS
        ---------------------------------

         The financial statements are included under Item 13(a) of this Report.



                                        6

<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        ---------------------------------------------------------------
        FINANCIAL DISCLOSURE
        --------------------

                  On May 28, 1999, Millward & Co., was replaced by London Witte
& Company, P.A. as the Company's independent auditors when that firm declined to
stand for re-election or appointment. Millward & Co.'s report of audit since
inception of the Company did not contain any adverse opinion, any disclaimer of
opinion, nor has any opinion been qualified as to uncertainty, audit scope or
accounting principles.

         During the Company's two most recent fiscal years and subsequent
interim periods preceding the change in independent auditors, there were not any
disagreements with Millward & Co. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.

         London Witte & Company, P.A. was selected by management to replace
Millward & Co. as the Company's independent auditors as determined by its sole
director and executive officer.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        ------------------------------------------------------------------------
        UNDER SECTION 16 (A) OF THE EXCHANGE ACT
        ----------------------------------------

Directors and Executive Officers

         The current directors and executive officers of the Company as of
October 1, 1999 are as follows:
<TABLE>
<CAPTION>

Name                                  Age                 Position
----                                  ---                 --------
<S>                                   <C>                 <C>
Roman Fisher                          52                  President, Chief Executive Officer, Treasurer,
                                                          Secretary and Director
</TABLE>

         ROMAN FISHER

         Mr. Fisher has not participated in any previous Blind Pool or Blank
Check Offerings. Mr. Fisher expects to devote up to 50% of his available
business time for the search for a suitable acquisition candidate.

         All directors hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board of

                                        7

<PAGE>


Directors other than reimbursement of reasonable expenses incurred in attending
meetings. Officers are appointed by the Board of Directors and serve at the
discretion of the Board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the outstanding Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership on Form 3 and
reports of changes in ownership of Common Stock on Forms 4 or 5. Such persons
are required by SEC regulation to furnish the Company with copies of all such
reports they file.

         Based solely on its review of the copies of such reports furnished to
the Company or written representations that no other reports were required, the
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the year ended December 31, 1998, except for Debra Janssen who
inadvertently is late in filing Form 3 for reporting initial beneficial
ownership of securities and is currently preparing such Form 3.

ITEM 10. EXECUTIVE COMPENSATION
         ----------------------

Cash Compensation

         Total cash compensation paid to all executive officers as a group for
services provided to the Company in all capacities during the year ended
December 31, 1998 aggregated to $-0-. Set forth below is summary compensation
table in the tabular format specified in the applicable rules of the Securities
and Exchange Commission.
<TABLE>
<CAPTION>

                                            Summary Compensation Table

                                                 Annual Compensation               Long-Term Compensation
                                 ---------------------------------------------------------------------------------
                                                                              Awards                Payouts
                                                                              -----------------------------

                                                                            Securities
                                                   Other                    Under-
Name and                                           Annual     Restricted    lying                       All Other
Principal                                          Compen-    Stock         Options/       LTIP         Compen-
Position                  Year   Salary   Bonus    sation     Award(s)      SARs           Payouts      sation
--------                  ----   ------   -----    ------     --------      ----           -------      ------
                                   ($)     ($)       ($)       ($)            (#)           ($)           ($)
<S>                       <C>      <C>     <C>       <C>       <C>             <C>          <C>           <C>
Debra Janssen             1996     $0      $0        $0        $0              0            $0            $0
former President, Chief   1997     $0      $0        $0        $0              0            $0            $0
Executive Officer,        1998     $0      $0        $0        $0              0            $0            $0
Treasurer, Secretary
and Sole Director

</TABLE>
                                        8

<PAGE>
<TABLE>
<CAPTION>

                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                (INDIVIDUAL GRANTS)

                                                                Percent of
                                             Number of          Total Options/
                                             Securities         SARs Granted
                                             Underlying         to Employees         Exercise or
                                             Options/SARs       in Fiscal            Base Price         Expiration
                  Name                       Granted (#)        Year                 ($/Sh)             Date
                  ----                       -----------        ----                 ------             ----

<S>                                              <C>                 <C>                <C>                 <C>
Debra Janssen                                    0                   0                  0                   0
former President, Chief Executive
Officer, Treasurer, Secretary
and Sole Director

</TABLE>

<TABLE>
<CAPTION>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                                 OPTION/SAR VALUES

                                                                         Number of
                                                                         Securities            Value of
                                                                         Underlying            Unexercised
                                      Shares                             Unexercised           in-the-Money
                                      Acquired                           Options/SARs          Options/SARs
                                      on               Value             at FY-End (#)         at FY-End ($)
                                      Exercise         Realized          Exercisable/          Exercisable/
         Name                            (#)               ($)           Unexercisable         Unexercisable
         ----                            ---               ---           -------------         -------------
<S>                                      <C>               <C>                <C>                   <C>
Debra Janssen                            0                 $0                 0                     $0
former President, Chief Executive
Officer, Treasurer,
Secretary and Sole Director
</TABLE>
<TABLE>
<CAPTION>
                              LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

                                 Number            Performance          Estimated Future Payouts Under
                                 of Shares,        or Other             Non-Stock Price-Based Plans
                                 Units or          Period Until
                                 Other Rights      Maturation           Threshold      Target       Maximum
             Name                    (#)           or Payout            ($ or #)       ($ or #)     ($ or #)
             ----                    ---           ---------            --------       --------     --------
<S>                                  <C>               <C>                 <C>              <C>          <C>
Debra Janssen                        0                 0                   0                0            0
former President, Chief
Executive Officer,
Treasurer, Secretary
and Sole Director
</TABLE>

         The Company has not paid any direct or indirect compensation to the
officers or directors of the Company. Additionally, no options or SARS have been
granted to any persons since the Company's inception nor does the Company have
any long range incentive plans.


                                        9

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth certain information regarding the
Company's Common Stock beneficially owned on October 1, 1999 (i) by each person
who is known by the Company to own beneficially or exercise voting or
dispositive control over 5% or more of the Company's Common Stock, (ii) by each
of the Company's directors, and (iii) by all executive officers and directors as
a group. At October 1, 1999, there were 4,900,000 shares of Common Stock
outstanding. This information as to beneficial ownership was furnished to the
Company by or on behalf of the persons named. In general, a person is deemed to
be a "beneficial owner" of a security if that person has or shares the power to
vote or direct the voting of such security, or the power to dispose or to direct
the disposition of such security. A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire beneficial
ownership within (60) days. Information with respect to the percent of class is
based on 4,900,000 shares of the Company's Common Stock issued and outstanding
as of October 1, 1999.

         Unless otherwise noted, all persons named in the table have sole voting
and investment power with respect to all shares of Common Stock beneficially
owned by them. No persons named in the table are acting as nominees for any
persons or are otherwise under the control of any person or group of persons.
<TABLE>
<CAPTION>

                                                           # of Shares of
      Name and Address                                      Common Stock                    Percentage of
        of Beneficial                                       Beneficially                       Company
            Owner                                               Owned                           Owned
            -----                                               -----                           -----
<S>                                                            <C>                              <C>
      Roman Fisher (1)                                         2,000,000                        40.82%

      Raffles Tojo, Inc. (2)                                   1,000,000                        20.41%

      Debra Janssen (3)                                        1,500,000                        30.61%

      All Executive Officers                                   2,000,000
      and  Directors as a
      Group (1 Person)
</TABLE>
-----------------------------

(1)      The address is 3100 N. Ocean Boulevard, Fort Lauderdale, Florida 33308.
(2)      The address is 494 La Guardia Place, New York, New York 10012.
(3)      The address is 8700 N.W. 47th Drive, Coral Springs, Florida 33067.



                                       10

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         For the fiscal year ended December 31, 1998, there were no material
transactions between the Company and any of its officers and/or Directors.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
         --------------------------------------

         (a) The financial statements listed on the index to financial
statements on page F-1 are filed as part of this Form 10-KSB.

         (b)      Reports on Form 8-K
                  -------------------
                  None.

         (c)      Exhibits
                  --------

         3.1      Articles of Incorporation(1)
         3.2      By-Laws(1)
         4.1      Specimen Common Stock Certificate(1)
         4.2      Warrant Certificate(1)
         4.3      Warrant Agreement(1)
         10.1     Forms of Subscription Documentation for prospective
                  investors(1)
         10.2     1996 Stock Option Plan(1)
         10.3     Loan Agreement(1)
         11       Escrow Agreements(1)
         27.1     Financial Data Schedule(2)

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

         (1) Filed as an exhibit to Company's Registration Statement on Form
SB-2 (File No. 333- 5188), as filed with and declared effective by the
Commission on October 10, 1997.

         (2) Filed as an exhibit hereto.



                                       11

<PAGE>



                                    SIGNATURE
                                    ---------


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on this 26th day of October, 1999.

                                         WIN-GATE EQUITY GROUP, INC.



                                         By: /s/ Roman Fisher
                                         --------------------
                                         Roman Fisher, Chairman of the Board
                                         and Chief Executive Officer


         In accordance with the Exchange, this Report has been signed below by
the following person on behalf of the Registrant, and in the capacities and on
the date indicated.


                                   SIGNATURES
                                   ----------


                                   Chairman of the Board,
                                   President and Principal
/s/ Roman Fisher                   and Accounting Officer
------------------------           Executive, Financial
Roman Fisher                                                    October 26, 1999





                                       12

<PAGE>







                          Win-Gate Equity Group, Inc.



                              Financial Statements
                        and Independent Auditors' Report
                           December 31, 1998 and 1997

<PAGE>

                                   CONTENTS
                                   --------






INDEPENDENT AUDITORS' REPORT                                           F-1
----------------------------



FINANCIAL STATEMENTS
--------------------


         BALANCE SHEETS                                                F-2


         STATEMENTS OF INCOME                                          F-3


         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                 F-4


         STATEMENTS OF CASH FLOWS                                      F-5


         NOTES TO FINANCIAL STATEMENTS                                 F-6-11





<PAGE>





                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Win-Gate Equity Group, Inc.



We have audited the accompanying balance sheet of Win-Gate Equity Group, Inc. (a
development stage company) as of December 31, 1998 and the related statements of
income, retained earnings, and cash flows for the year 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 audit. The financial statements of Win-Gate Equity Group, Inc. as of
December 31, 1997 and for the period from May 17, 1996 (date of inception)
through December 31, 1997 were audited by other auditors whose report dated
April 1,1998, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Win-Gate Equity Group, Inc. as
of December 31, 1998, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.



/s/ London Witte & Company, P.A.
--------------------------------
LONDON WITTE & COMPANY, P.A.
Certified Public Accountants
Fort Lauderdale, Florida

August 9, 1999

                                      F-1


<PAGE>
<TABLE>
<CAPTION>

                          WIN-GATE EQUITY GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           December 31, 1998 and 1997

                                   A S S E T S

                                                                             1998        1997
                                                                        -----------  ----------
<S>                                                                        <C>         <C>
CURRENT ASSETS
  Cash                                                                     $      0    $     13
  Deferred offering costs                                                         0      18,901
                                                                        -----------  ----------

    TOTAL CURRENT ASSETS                                                          0      18,914
                                                                        -----------  ----------

OTHER ASSETS
  Restricted cash                                                            64,000           0
  Organization costs                                                            400         400
                                                                        -----------  ----------

    TOTAL OTHER ASSETS                                                       64,400         400
                                                                        -----------  ----------

    TOTAL ASSETS                                                           $ 64,400    $ 19,314
                                                                        ===========  ==========

       L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y

CURRENT LIABILITIES
  Accrued expenses                                                         $  7,811    $  7,500
  Stockholder loan                                                           12,281       5,152
                                                                        -----------  ----------

    TOTAL CURRENT LIABILITIES                                                20,092      12,652
                                                                        -----------  ----------

STOCKHOLDERS' EQUITY
  Common stock offering subject to rescission
    shares issued and outstanding:
    64,000 as of 12/31/98 and 0 as of 12/31/97                               64,000           0
  Common stock, par value $.001 per share;
    20,000,000 shares authorized; 4,900,000
    shares issued and outstanding                                             4,900       4,900
  Preferred stock, par value $.001 per share;
    5,000,000 shares authorized; no shares
    issued and outstanding                                                        0           0
  Additional paid-in capital                                                  2,000       2,000
  Deficit accumulated during the development
    stage                                                                   (26,592)       (238)
                                                                        -----------  ----------

    TOTAL STOCKHOLDERS' EQUITY                                               44,308       6,662
                                                                        -----------  ----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $ 64,400    $ 19,314
                                                                        ===========  ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                          WIN-GATE EQUITY GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME
                 For the years ended December 31, 1998 and 1997
    and the Period from May 17, 1996 (Date of Inception) to December 31, 1998


                                                                  INCEPTION
                                                                      TO
                                        1998           1997          1998
                                   ------------   ------------   -----------
<S>                                <C>            <C>            <C>
REVENUES                           $          0   $          0   $         0


OPERATING EXPENSES:
  General and administrative                563             65           801


OTHER EXPENSE
  Stock offering costs                   25,791              0        25,791
                                   ------------   ------------   -----------

    NET LOSS BEFORE INCOME TAXES        (26,354)           (65)      (26,592)

INCOME TAX EXPENSE (BENEFIT)                  0              0             0
                                   ------------   ------------   -----------

    NET INCOME (LOSS)                   (26,354)           (65)      (26,592)
                                   ============   ============   ===========


NET LOSS PER SHARE - BASIC              (0.0053)       (0.0000)
                                   ============   ============

NET LOSS PER SHARE - DILUTED            (0.0049)       (0.0000)
                                   ============   ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING:
    Basic                             4,948,000      4,900,000
                                   ============   ============
    Diluted                           5,428,000      4,900,000
                                   ============   ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                          WIN-GATE EQUITY GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              For the period from May 17, 1996 (Date of Inception)
                              to December 31, 1998


                              COMMON STOCK AND
                              CAPITAL IN EXCESS
                              OF PAR VALUE
                              ------------
                                                        RETAINED
                                SHARES       AMOUNT     EARNINGS     TOTAL
                                ------       ------     --------     -----
<S>                             <C>           <C>         <C>     <C>
BALANCES AT MAY 17, 1996                0 $       0  $        0  $        0
 Net Loss                               -         -        (173)       (173)
 Issuance of common shares      4,900,000     6,900           -       6,900
                                --------- ---------  ----------  ----------

BALANCES AT DECEMBER 31, 1996   4,900,000     6,900        (173)      6,727
 Net Loss                               -         -         (65)        (65)
                                --------- ---------  ----------  ----------

BALANCES AT DECEMBER 31, 1997   4,900,000     6,900        (238)      6,662
 Net Loss                               -         -     (26,354)    (26,354)
 Issuance of common shares
  subject to rescission            64,000    64,000           -      64,000
                                --------- ---------  ----------  ----------

BALANCES AT DECEMBER 31, 1998   4,964,000 $  70,900   $ (26,592)  $  44,308
                                ========= =========  ==========  ==========

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                          WIN-GATE EQUITY GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 1998 and 1997
    and the Period from May 17, 1996 (Date of Inception) to December 31, 1998


                                                                      INCEPTION
                                                                         TO
                                                 1998        1997       1998
                                               --------    --------   ---------
<S>                                            <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                     $(26,354)   $    (65)   $(26,592)

  Adjustments to reconcile net loss to
  net cash provided by operating activities:

    Changes in assets and liabilities:
      Deferred offering costs                    18,902     (10,342)          0
      Organizational costs                            0           0        (400)
      Accrued expenses                              310       7,500       7,811
                                               --------    --------   ---------

  Net cash used by operating activities          (7,142)     (2,907)    (19,181)
                                               --------    --------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net cash used by investing activities               0           0           0
                                               --------    --------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from stockholder loan                  7,129       1,952      12,281
  Proceeds from common stock issuance                 0           0       6,900
  Proceeds from common stock offering
    of 64,000 subject to rescission              64,000           0      64,000
  Cash deposited into escrow account for
    stock offering subject to rescission        (64,000)          0     (64,000)
                                               --------    --------   ---------

  Net cash provided by financing
    activities                                    7,129       1,952      19,181
                                               --------    --------   ---------

NET INCREASE (DECREASE) IN CASH                     (13)       (955)          0
CASH AND EQUIVALENTS, BEGINNING                      13         968           0
                                               --------    --------   ---------

CASH AND EQUIVALENTS, ENDING                   $      0    $     13    $      0
                                               ========    ========   =========


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Nature of Activities

Win-Gate Equity Group, Inc. is a Florida corporation formed on May 17, 1996, to
seek and make one or more business combinations to the extent its limited
resources will allow. The Company is in the development stage and has no
operating history. The subsistence of the Company is dependent upon sufficient
proceeds being raised through financing or capital contributions to enable the
Company to make such a business combination, of which there is no assurance. Any
such proceeds may be insufficient to enable the Company to conduct potentially
profitable operations or otherwise to engage in any business endeavors,
acquisitions, or mergers.

Basis of Presentation

The Company prepares its financial statements on the accrual basis of accounting
and accordingly reflects all receivables, payables, and other liabilities.

Fiscal Year

The Company's year-end is December 31.

Cash and Cash Equivalents

For purposes of the financial statements, the Company considers all unrestricted
highly liquid investments with an original maturity of three months or less to
be cash equivalents. Cash equivalents are carried at cost, which approximates
market value.

Income Taxes

Deferred tax assets and liabilities are determined based upon differences
between the financial statement and tax bases assets and liabilities using
enacted tax rates in effect for the year which differences are expected to
reverse.

The Company provides a valuation allowance against deferred tax assets if, based
on the weight of evidence available, it is more likely than not that some or all
of the deferred tax assets will not be realized.

                                       F-6
<PAGE>
                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Loss Per Share

In 1998, the Company adopted Financial Accounting Standards Board Statement No.
128, "Earnings Per Share," (SFAS 128). Under SFAS 128, basic net income (loss)
per common share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted income (loss) per common share reflect the maximum dilution that
would have resulted from the assumed exercise related to dilutive stock options
and is computed by dividing net income (loss) by the weighted average number of
common shares and all dilutive securities outstanding.

Financial Statement Estimates

The preparation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.


NOTE 2 - DEFERRED OFFERING COSTS
--------------------------------

Deferred offering costs represent costs incurred pending completion of a
proposed public offering. Because the offering was refunded in 1999 (see note
10), these costs were expensed at the end of 1998 when it became unlikely that
any future benefit of these costs would be realized.


NOTE 3 - DEFERRED TAXES
-----------------------

Under current tax law, all start up costs must be amortized over a period of not
less than 60 months starting with the month in which the business begins. As of
December 31, 1998 and 1997 the amount of start up costs were $26,592 and $238
respectfully. Since operations have not commenced as of December 31, 1998, the
start up costs are a non-amortizable asset for income tax reporting. Based on
the evidence available, the Company has provided a valuation allowance to offset
any deferred tax asset arising from the future tax benefits from the
amortization of its start up costs.

                                       F-7
<PAGE>
                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997


NOTE 4 - STOCKHOLDER LOAN
-------------------------

During 1997 and 1998, the President and Chief Executive Officer for that time
period made advances to the Company to pay certain offering costs. Such amounts
are non-interest bearing and are payable on demand. In accordance with Financial
Accounting Standards Board Statement No. 107 "Disclosures about Fair Value of
Financial Instruments,"(SFAS 107), market value is estimated at cost because of
the nature of the loan. The loan balances are $12,281 and $5,152 as of December
31, 1998 and 1997.


NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------

Common Stock Offering Subject to Rescission

On April 7, 1998, the Company sold 64,000 units pursuant to a Blank Check
Offering (see note 8) at $1 per unit. Each unit consists of one share of Common
Stock and 10 Common Stock purchase warrants to purchase Common Stock at $1.20
per warrant exercisable over a 5 year period. The gross proceeds from the
offering was $64,000. All costs incurred with the blank check offering were
categorized as deferred offering costs in 1997 and subsequently expensed during
1998.

Common Stock

The Company is authorized to issue 20,000,000 shares of common stock having a
per share par value of $.001. As of December 31, 1998 and 1997, the Company has
issued 4,900,000 common shares to its shareholders in exchange for an aggregate
of $6,900. Each share of common stock entitles its owner to one vote. The common
shares carry no preemptive rights and are not redeemable. Cumulative voting is
not permitted.

Preferred Stock

The Company has authorized the issuance of 5,000,000 shares of preferred stock
with a par value of $.001 per share, bearing such voting, dividend, conversion,
liquidation and other rights and preferences as the Board of Directors may
determine. There has been no issuance of preferred stock.

                                       F-8
<PAGE>
                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997



NOTE 6 - STOCK OPTION PLAN
--------------------------

On June 25, 1996, the Board of Directors and shareholders approved a stock
option plan entitled the "1996 Stock Option Plan" (the "plan"). Under the plan,
the Company has reserved an aggregate of 500,000 shares of common stock for
issuance pursuant to options granted under the plan. The Options Committee of
the Board of Directors of the Company administers the plan including, without
limitation, the selection of the persons who will be granted options under the
plan, the type of options to be granted, and the number of shares subject to
each plan option and plan option price.

Options granted under the plan may either be options qualifying as incentive
stock options under Section 422 of the Internal Revenue Code of 1996, as amended
or non-qualified options. In addition, the plan also allows for the inclusion of
a reload option provision which permits an eligible person to pay the exercise
price of the plan option with shares of common stock owned by the eligible
person and receive a new plan option to purchase additional shares of common
stock in the same quantity as the shares tendered. Any incentive option granted
under the plan must provide for an exercise price of not less than 100% of the
fair market value of the underlying shares on the day of such grant. However,
the exercise price of any incentive option granted to an eligible employee
owning more than 10% of the Company's common stock must be at least 110% of such
fair market value as determined on the date of the grant. The term of each plan
option and the manner in which it may be exercised is determined by the Board of
Directors or the Option Committee provided that no plan option may be
exercisable more than 10 years after the date of its grant, and in the case of
an incentive option granted to an eligible employee owning more than 10% of the
Company's common stock, no more than five years after the date of the grant.

No plan options have been granted as of December 31, 1998.




                                      F-9
<PAGE>
                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997



NOTE 7 - RELATED PARTY TRANSACTIONS
-----------------------------------

During 1997 and 1998 the Company leased office space on a month to month,
rent-free basis from the Company's President and Chief Executive Officer. The
Company also has an interest free loan payable to this person as described in
note 4.

In addition, in May, 1996 the company issued 400,000 shares of common stock to
Atlas, Pearlman, Trop & Borkson, P.A. in consideration for legal services
rendered to the Company. The Company paid Atlas et al $3,500 in 1998 and $3,500
in 1997 for legal services. As of December 31, 1998, the Company owes Atlas,
Pearlman, Trop & Borkson, P.A. approximately $1,971 for additional legal
services.


NOTE 8 - COMMITMENTS
--------------------

During 1998, the Company conducted its common stock offering subject to the
Securities and Exchange Commission's Rule 419 of Regulation C under the
Securities Act of 1933, as amended. Rule 419 generally requires that the
securities to be issued and the funds received in a blank check offering be
deposited and held in an escrow account until an acquisition meeting specified
criteria is completed (See Note 10). Before the acquisition can be completed and
before the funds and securities can be released, the blank check company is
required to update the registration with a Post-Effective Amendment. After the
effective date of any such Post-Effective Amendment, the Company is required to
furnish investors with the prospectus produced thereby containing information,
including audited financial statements, regarding the proposed acquisition
candidate and its business. According to the rule, the investors must have no
fewer than 20 and no more than 45 days from the effective date of the
Post-Effective Amendment to decide to remain as investors or require the return
of their investment funds. Any investors that do not make a decision within the
45 day period are to automatically receive a return of their investment funds.




                                      F-10
<PAGE>

                           WIN-GATE EQUITY GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1998 and 1997



NOTE 9 - QUARTERLY FINANCIAL DATA
---------------------------------

<TABLE>
<CAPTION>
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
                                                                    Stock Offering    Income             Net Income
                                                  Operating         Costs             Tax Expense        (Loss)
                              Revenues            Expenses
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
1998
----
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
<S>                           <C>                 <C>               <C>               <C>                <C>   <C>
First Quarter                 $      0            $      13         $      0          $      0           $   ( 13)
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
Second Quarter                       0                  550                0                 0               (550)
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
Third Quarter                        0                    0                0                 0                  0
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
Fourth Quarter                       0                    0           25,791                 0            (25,791)
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------

----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
Total Year                    $      0            $     563         $ 25,791          $      0           $ 26,354)
----------------------------- ------------------- ----------------- ----------------- ------------------ -------------------
</TABLE>


NOTE 10 - SUBSEQUENT EVENT
--------------------------

As referred to in note 8, the Company was obligated under Securities and
Exchange Commission's Rule 419 of Regulation C under the Securities Act of 1933,
as amended, to complete an acquisition meeting specified criteria. As of June
30, 1999 no acquisition had been identified. Pursuant to Rule 419, $64,000 was
refunded to the investors and 64,000 shares of common stock and 640,000 common
stock purchase warrants were canceled.



                                      F-11