SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the fiscal year ended December 31, 2002

Commission File Number 333-99419

                          Kingsgate Acquisitions, Inc.
                (as successor to Look Models International, Inc.)
                         ------------------------------
                             (Name of small business
                             issuer in its charter)

      Delaware                         6770                    98-02116
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification
No.)
of incorporation or organization)

                                Wolfgang Schwarz
                          KINGSGATE ACQUISITIONS, INC.
                       c/o Look Models International, Inc.
                                Passauerplatz #1
                              Vienna 1010, Austria
                                011-43-1-533-5816

          ------------------------------------------------------------
          (Address and telephone number of principal executive offices,
                          principal place of business,
                 and name, address and telephone number of agent
                             for service of process)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant'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. $1,146,849

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant is $3,000,000.

As of December  31, 2002 there were  12,500,000  shares of the  issuer's  common
stock, $.0001 par value per share, issued and outstanding.

<PAGE>


                                   TABLE OF CONTENTS

Item Number and Caption

PART I

ITEM 1. Description of Business............................................... 2

ITEM 2. Description of Properties.............................................16

ITEM 3. Legal Proceedings.....................................................16

ITEM 4. Submission of Matters to a Vote of Security Holders...................16

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters..............16

ITEM 6. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.................................................17

ITEM 7. Financial Statements................................................. 32

ITEM 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Matters..................................... 33

PART III

ITEM 9. Directors and Executive Officers..................................... 34

ITEM 10. Executive Compensation.............................................. 35

ITEM 11. Security Ownership of Certain Beneficial Owners
         and Management...................................................... 37

ITEM 12. Certain Relationships and Related Transactions...................... 38

ITEM 13. Exhibits and Reports on Form 8-K.................................... 38

<PAGE>

          ANNUAL REPORT ON FORM 10KSB FOR KINGSGATE ACQUISITIONS, INC.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the information  presented in this Annual Report on Form
10-KSB for the year ended  December 31, 2002  discusses  financial  projections,
information  or  expectations  about the products or markets of our company,  or
otherwise   makes   statements   about  future  events,   such   statements  are
forward-looking.  We are making these forward-looking  statements in reliance on
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Although  we  believe   that  the   expectations   reflected   in  these
forward-looking  statements  are based on  reasonable  assumptions,  there are a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from such forward-looking  statements.  These risks and uncertainties
are  described,  among other  places in this  Annual  Report,  in  "Management's
Discussion and  Analysis".  Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which speak only as of the date hereof.  In
addition,  we disclaim any obligations to update any forward-looking  statements
to reflect events or  circumstances  after the date of this Annual Report.  When
considering  such  forward-looking  statements,  readers should keep in mind the
risks  referenced  above  and the other  cautionary  statements  in this  Annual
Report.


<PAGE>



                          Kingsgate Acquisitions, Inc.
                                     10-KSB
                                December 31, 2002
                                     PART I

Item 1. DESCRIPTION OF BUSINESS

History of our company
----------------------

     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 an initial 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.

     Rule 419 required 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 advised  Chittenden to
refund the balance of our escrow agent to our investors, and Chittenden Bank has
advised us that it did so on March 20,  2002.  We  deregistered  our  company on
September 6, 2002. We completed our  acquisition  of Look Models on September 6,
2002. Our acquisition provided the following:

o    All issued  and  outstanding  shares of common  stock of Look  Models  were
     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  transferred to Wolfgang  Schwarz,  1,000,000 of
     their shares.  The former  stockholders  of Look Models now own  11,500,000
     shares of our common stock representing 92% of the combined entity.

o    Our founders transferred 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 have transfered 125,000 shares of their
     founders'  stock  to him.  Jack  Rubinstein  acted  as a  finder  for  this
     transaction  and 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 have will transfered 125,000 shares
     of their  founders'  stock to him. Mr.  Richard Cohen acted as a finder for
     this  transaction  and 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 have will transfered  125,000
     shares of their founders' stock to him.


                                        2

<PAGE>



Accounting Treatment

     Although  we are the  parent  corporation,  for  accounting  purposes,  our
acquisition  of Look Models has been  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  received the larger percentage of our common stock and
voting rights than our prior stockholders. The fiscal year has remained the same
as both our company and Look Models have the same fiscal year, December 31.

Description of the Business of Look Models International, Inc.
--------------------------------------------------------------

     In 1986, Mr.  Wolfgang  Schwarz,  president,  chief  executive  officer and
chairman of the board of Look Models  International,  Inc. and its subsidiaries,
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 1986,  the company  started  the Look of the Year  contest in
Austria and Hungary,  and achieved  considerable  success with that concept.  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 18 countries  in Central and Eastern  Europe.  This Eastern
European venture with Elite Modeling Agency ended on good terms in 1999.

     From 1994 to the present, Mr. Schwarz has built Look Models into a 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,  Natasa  Vojnovic,  Kristina  Chrastekova,   Viera
Shottertova 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,  Ana Beatriz 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.



                                        3

<PAGE>



     The corporate structure of Kingsgate Acquisitions,  Inc. (successor to Look
Models International, Inc.) and its affiliates is as follows:

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

                          Kingsgate Acquisitions, Inc.
                                  Delaware, USA
                    -----------------------------------------
                                      100%
                                  ------------
                    -----------------------------------------
                         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 spolsro
          Vienna, Austria                                Prague, Czech Republic
--------------------------------------------------------------------------------


     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.  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.  On September 6, 2002,  Look Models became our wholly owned
subsidiary.

     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,  1975 and Look Model Management spol
sro, 1998 a Czech Republic company.


                                        4
<PAGE>

Operations of Look Models
-------------------------

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


1.   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.  Examples of companies that have provided
sponsorship  for our  events  are , such as Hilton  Hotels,  Timex and  Austrian
Airlines.  Our events 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.


     Prior to the year 2000, Look  Eventmanagement and its predecessor  company,
acted as a licensee  of Elite Model  Management.  As a  licensee,  it  organized
approximately 150 events in 27 countries in Central & Eastern Europe. It granted
sub-licenses to local organizers and generated sponsorships and license fees for
the  years  1997,  1998  and  1999 as  follows:  In  1997,  gross  revenue  from
sponsorships was $55,700 with net income to the Look Eventmanagement of $22,800.
In 1998,  gross  revenue from  sponsorships  was $125,700 with net income to the
Look  Eventmanagement of $50,280 and gross revenue from license fees was $86,600
with net income to the Look  Eventmanagement of $69,280.  In 1999, gross Revenue
from  sponsorships was $297,560 with net income to the Look  Eventmanagement  of
$119,024 and gross revenue from license fees was $155,600 with net income to the
Look  Eventmanagement of $124,000.  We have filed samples of agreements from the
past.

     Our license with Elite ended  January  2000.  Look decided to develop brand
awareness  for  the  "Look"  name,  its  products,   and  its  business   model.
Accordingly,  Look,  through Look  Eventmanagement,  launched a new event, "Look
Models Search"  instead of "Elite Model Look".  Look  Eventmanagement  organized
national and  international  model  search and contest  events.  Initially,  the
company  funded the  majority of 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.  Each  license  is  limited  as  follows:   (i)  Geographic
limitations  (by  country),  (ii)  Number of events  (one event per year)  (iii)
Duration  (one year with option for two more years)  (iii)  Adherence  to strict
guidelines  regarding  quality in order to protect our image and the Look brand.
Such  guidelines  include:  Look having the right to approve over each  sponsor,
Look having the right to review and approve all  advertising,  use of Look logos
and adherence to Look  guidelines for the proper attire for the model and way in
which the event is presented.

                                        5
<PAGE>

     The licensing deals are promoted by word of mouth and are targeted  towards
companies with expertise in event promotion. Look has entered into approximately
ten license agreements to date. The license is limited to a country and the term
of the  license is one year.  Licensees  organize  the model  search and contest
events with the guidance and under the  oversight of Look  Eventmanagement.  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.  For the year  2000,  we  derived  an
aggregate  of $135,937 in event fees  (12.63% of gross  revenue),  $113,952  was
generated  through  sponsorship fees and $21,985 through licensing fees. For the
year 2001,  we derived an  aggregate  of  $107,609 in event fees (8.81% of gross
revenue),  $7,267 was generated  through  sponsorship  fees and $100,342 through
licensing  fees.  For the year 2002, we derived an aggregate of $41,056 in event
fees (5.79%),  $38,969 was generated through sponsorship fees and $2,086 through
licensing fees.

     The role of the sponsor is to finance the event. The sponsors finance these
events  in order  to gain  media  attention  and  consumer  support.  They  gain
advertising space, are included in a promotional  package prepared for the event
and gain Internet coverage on the Look website. Typical terms of a contract with
a sponsor would state that the sponsor  would  provide  financing for the event.
Generally, there are tiers of sponsorship,  ranging from 40% to 100% of the cost
of the event from prominent  sponsors,  down to much lesser amounts from smaller
sponsors.  Print space, as well as Television and Internet coverage and air-time
granted is allocated in accordance with amount paid by the sponsor. Local events
range in cost from $100,000 to $150,000.  The International  Final costs between
$350,000 and $500,000. The financing from the international sponsorships is paid
directly to Look  Eventmanagement.  Upon receipt, we pay over 50 to 70 % of this
amount to the  licensee.  We retain the  remainder as our income.  The financing
from local (the country of the event ) is paid  directly to the  licensee.  Look
Eventmanagement is paid a commission of between 10 and 30% of the total amount.

     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 2002,  Look Models through
Look  Eventmanagement  targeted  several  countries  in  which  it  has  already
developed strategic licensing relationships.  Look Models currently has licensed
relationships  with ,Look  licensees  in  including  Slovakia,  Czech  Republic,
Hungary, Turkey, Portugal, Poland, Ukraine, , 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 purpose of
the Internet  oriented  model  contest is to be a virtual scout for Look Models.
Management of Look Models  believes  that a worldwide  Internet  oriented  model
contest  will open up a worldwide  venue for its search for modeling  talent.  A
young  model in any far off  country  will be able to scan a picture  of herself
onto the Look Models web-site and be included in our model contest.  In addition
to the model gaining access to a professional search event without incurring the
expense of travel,  we believe sponsors will look upon this as a worldwide venue
for their advertising promotions.

     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.  We  believe  our core  markets  of eastern  and  central  Europe are
currently the biggest sources for new modelling talent.  Our belief is evidenced
by current  trends such as the current VH-1 model of the year  Karolina  Kurkova
from Czech Republic as featured by American  Vogue and as currently  represented
by our company in Europe. In addition top designers like Chanel,  Louis Vuitton,
Nina Ricci,  Gucci and Prada have all chosen Eastern  European  models for their
campaigns.

                                        6

<PAGE>

2.   Model Management:

     Look Model  Management  GmbH  ("Look  Model  Management")  operates a model
agency in Austria,  and through offices leased by Event Management,  it operates
model  agencies in  Bratislava  and  Slovakia.  Look Model  Management  spol sro
operates a model agency in the Czech Republic ("LMM  Czech").  These  Companies,
like the rest of the  industry,  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,  fashion event  organizers,
consumer goods companies,  the media,  airlines, and so forth. Examples of other
agencies  with which Look Model  Management  has contracts and has placed models
include: Wilhelmina, Ford, IMG, Vision and Elite. Examples of clients which with
Look Models  Management has  contracted  for the direct  placement of models are
Nina Ricci Paris, Chanel, Mango, Grey Worldwide, Unilever and P&G.

     The revenue that Look generates from its model agencies  generally  mirrors
the  following  formula,  which is  industry  standard.  Look,  like other model
agencies,  books models in two different  ways.  It can book the model  directly
with a client. In this case Look earns between 40 and 45 % commission, 20 to 25%
of the modeling  fee from the model and 20% of such fee from the client.  Look`s
models can also be booked through another agency. Where Look's models are booked
through  other  agencies,  the two agencies  enter into a commission  agreement.
Examples of agencies with which Look Model Management has commission  agreements
according to the following  terms include:  Wilhelmina,  Ford,  IMG,  Vision and
Elite. Pursuant to these commission  agreements,  the two agencies share fees as
follows:  for local  bookings  (meaning  the  locality  where  the other  agency
exists),  Look  receives a commission of 10 % from the model's gross fee and the
other agency  receives a commission of 30% of the model's gross fee. Where there
is an international  campaign,  such as a worldwide  advertising  campaign for a
fashion  designer  or  internationally  recognized  brand  such  as  Levis,  the
commissions  is split  between.  The fee paid to us pursuant  to the  commission
agreement is called the mother agency fee.

     For the year 2000,  we derived an aggregate  of $860,849 in model  bookings
$409.438 of which were our commission  fees.  $752,352 (87.4%) of these bookings
(300,940) (73.5%) of our commission fees) was generated through the placement of
models  directly with clients and $108,497  (12.6%) of these  bookings  (108,497
(26.50%) of our commissions) was generated  through  commission  agreements with
other agencies.  For the year 2001, we derived an aggregate of $443,848 in model
bookings $273,250 of which were our commission fees.  $284,329 (64.06%) of these
bookings  (113,731  (41.62%) of our commission  fees) was generated  through the
placement  of models  directly  with  clients  and  $159,519  (35.94%)  of these
bookings (159,519 (58.38%) of our commissions) was generated through  commission
agreements with other agencies. For the year ended December 31, 2002, we derived
an aggregate of $ 582,401 in bookings,  $ 329,639 of which being our  commission
fees, $ 443,545 (76.16%) in bookings ($ 190,783 (57.87%) in our commission fees)
was generated through the placement of models directly with clients and $138,856
(23.84%)  ($ 138,856  (42.12%) in our  commission  fees) was  generated  through
commission agreements with other agencies.

                                        7
<PAGE>

     Currently,  Look Models through Look Model  Management  and LMM Czech,  LMM
Bratislava,  LMM Belgrade and its franchisee  Mango Models Warsaw has contracted
with approximately 350 models worldwide, which it books directly through all the
Look  branches and places them  worldwide  through  other  agencies  pursuant to
commission  sharing  arrangements.  The amount of revenues generated by business
from Austria was $912,541 in 2000 (75% of total revenue),  $466,141 in 2001 (43%
of total  revenue)  and  $242,914 in 2002 (21% of total  revenue).  The rest was
international  income.  Look Models  currently  represents  high profile models,
among others , such as Naomi Campbell, Linda Evangelista,  Karolina Kurkova, Ana
Beatriz,  Isabeli,  Viera,  Natasa  Vojnovic  in  Eastern  and  Central  Europe,
including  Austria,   Slovakia,   Hungary,  Czech  Republic,   Poland,  Germany,
Yugoslavia. LMM has booked Ms. Campbell's services approximately five times. LMM
has booked Ms.  Claudia  Schiffer  services's  approximately  four times and Ms.
Evangilista's services approximately three times. Generally, Look Models through
Look Model  Management  have  derived an  approximate  aggregate of 20% of their
total  revenue from bookings of the high profile  models.  Although no assurance
can be given,  Look expects to continue to offer  services to such high profile,
established  models.   However,  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. Until today Look founded and
built the careers of young top models like: Kristina Chrastekova, Anna Tokarska,
Viera Schottertova,  Petra Kvapilova,  Alzbieta Syrovatkova,  Barbara Temova and
many  others.  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.  Some factors include changing  consumer tastes,  personal
difficulties  of the  models,  emotional  inability  to perform in the  modeling
world,  lack of modeling  assignments,  economic  downturns and more  affordable
replacements for models.

     Look  Models has  constructed  what it  believes  to be the first  Internet
portal with a copyrighted  proprietary  software that enables worldwide bookings
online.  The website has been operational  since July 2002. Look Models utilizes
the booking  portal as an  additional  avenue to find new talent and as a way to
book this talent with all its  traditional  clients.  Look Models has  digitized
photographs,  biographies and booking  calendars for its modeling talent.  Other
modeling  agencies  as well as  direct  clients  can  apply for a code that will
enable them to gain access to the models' files.  The potential  clients will be
able to select a model,  access  her  calendar  and  directly  book the  model's
services  through her online  calendar.  Time and money  associated with travel,
scheduling and meetings can be thereby  greatly  reduced.  Look Models  believes
that the savings of time and money as well as the  convenience of online booking
will provide increased  bookings and thereby increased revenues for Look Models.
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,
based on cost and time savings, that this global booking structure is the future
of the business.  Clients have already taken advantage of utilizing Look Models'
new software such as Nina Ricci, Paris, Grey Worldwide,  TRIUMPH  international,
Chanel,  many mail order  companies  and the major  fashion  magazines,  such as
Vogue,  Elle,  Glamour  and Marie  Claire.  In 2002,  76.16% ($  443,545) of the
overall  Model  Management's  revenue ($ 582,401)  resulted  from  international
bookings.  Management  anticipates  that  our  unique  Internet  portal  booking
software  to help  increase  international  bookings  as it  allows  our  models
worldwide to exchange information with partner agencies. The software allows the
Company to  enhance  model  movement  activities  and to create  demand in those
markets where the software permits the direct booking of models. Although we are
just beginning to utilize our software,  model management  revenues increased by
more than 55% in 2002  compared to 2001.  Look  Models  considers  the  Internet
portal to be a competitive  advantage that will  significantly  increase  future
bookings.


                                        8

<PAGE>

     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.  This  strategy  involves  seeking out other model  agencies with solid
organizations  and good  reputations  that enable them to place  models with top
commercial clients. In November 2002, Mr. Schwarz executed a contract to acquire
Munich  Models GmbH, a privately  owned German model  agency.  This contract was
subsequently  terminated  by the  parties.  We are not  currently  involved in a
negotiation to acquire any other agency.

     It is already  standard  in the  industry to form  affiliations  with other
model agencies  pursuant to commission  agreements.  We will continue to develop
these  affiliations as well as attempt to acquire  certain  agencies where there
are strong synergies between the parties and we believe it to be an economically
sound move.  While Look Models is not  currently in  negotiation  to acquire any
agency,  Look Models  anticipates  that  additional  acquisitions  could be made
through an  exchange of stock with the target,  or if funds are  required,  such
funds would come out of revenue or working  capital,  if available,  or could be
raised through subsequent offerings. These relationships would allow Look Models
to place its local  talent at larger  international  agencies,  and  potentially
increase its Revenue revenue generation. Look Models believes that combined with
its Internet  booking  services,  such strategic  relationships  will give it an
increased share of the global  marketplace.  The Internet  booking services have
been  operational  since July 2002 and allows our models  worldwide  to exchange
information with partner agencies.  Look Models considers the Internet portal to
be a competitive advantage that will significantly increase future bookings.


3.   Licensing.

     Look  Models  licensed  the use of its name to a  restaurant,  known as the
"Look Bar" from which it derived an annual  license fee in the amount of $7,267.
While the fee was subject to increase in successive  years, Look terminated this
license on October  10,  2002 as the Look Bar was not  promoting  the image Look
wants to project.  However,  Look will seek other  similar  relationships.  Look
intends to seek other  suitable  licensees  of Look Bars.  In addition to filing
trademark  applications  to extend its  trademark  protection  to the name "Look
Bar".  Look  Models  intends  to further  protect  the use of its name and image
through a License Agreements.


                                        9

<PAGE>

4.   Product Design and Distribution:

     Look Models is currently  designing 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, 2001 and 2002 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
begun  distribution  of 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.  The manufacture of the
products we select and design is outsourced. Our cosmetic and fragrance products
are  currently  being  distributed  on a  non-exclusive  basis in  Austria  on a
non-exclusive  basis  by  Douglas  Parfumerie,  a  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,  our  non-exclusive
distribution  arrangement  with Douglas  Parfumerie  is limited to Austria until
such  time as we  authorize  otherwise.  We  distribute  our  products  in Czech
Republic  and  Slovakia  through  Fann,  a.s.  on  a  non-exclusive  basis.  Our
non-exclusive  contract  with  both  Douglas  Parfumerie  and  Fan  provide  the
following:  We have  approval  rights  over their  methods of  distribution  and
presentation  of our product.  The contract has an indefinite  term subject to a
right of termination by either party upon 90 days written notice. Both companies
charge industry standard mark-ups on our products.

     Look Models 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.

     Look Models has negotiated a deal with Coty Beauty,  a division of Coty, to
develop a  fragrance  line  under  the  Pret-a-Porter  brand.  The  parties  are
finalizing a written license agreement.  Look Models has received a letter dated
March 28, 2003,  from  Massimillano  Ferari,  Marketing  Director of Coty Beauty
confirming Coty's intent to finalize their agreement with Look Models.

     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.  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 sunscreen  products in
this  dispenser  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.

     Pursuant  to the  agreement,  Look  Models  will  also  act  as  Dialpack's
exclusive  distributor  in Eastern Europe for all uses of the product and in the
rest of the world for  model-related  uses and for  products  under the  Catwalk
label. The agreement contains a right of first refusal on behalf of Look Models,
such that in the event that Dialpack  receives an offer to sell or determines to
sell its company,  the product line or the patents  underlying the product line,
then Look Models shall have the right of purchase at the same price and terms as
has been offered to Dialpack. The agreement between Look Models and Dialpack can
be  terminated  in the  event  a party  is  declared  bankrupt,  is  subject  to
liquidation  or  dissolution.  The  agreement  is  terminable  by Look Models if
Dialpack


                                       10
<PAGE>

     distributes a similar  product into the Look Models' market and Look Models
is protected by a  non-circumvention  clause.  The  agreement is  terminable  by
Dialpack if Look Models  fails to promote the  product,  fails to sell agreed to
minimum  quantities  of the product or promotes  or  distributes  the product in
certain territories under non-model-related labels or labels other than Catwalk.
Failure to reach minimum  purchase  requirements of 300,000 units will result in
termination of the agreement.  Look has purchased 200,000 units and was required
to  purchase  an  additional  100,000  prior to the end of this year in order to
reach its minimum purchase requirement. Look has not purchased this last 100,000
units as a result of  negotiations  a dispute  between  Dialpack and Look Models
regarding the  non-circumvention and termination clauses in the contract and the
purchase requirements by Models Prefer as discussed below. Look has alleged that
Dialpack has breached its non-circumvention clause. Dialpack has not yet but may
terminate  the  contract  as a result of Look  Models  refusal to  purchase  the
minimum  purchase  requirement.  The parties are currently in  discussion  about
potential  breaches.  No formal  legal  action has yet to be commenced by either
party.  Look Models is currently  considering its legal remedies but has not yet
decided on its course of action.  As fees generated under this agreement are not
guaranteed,  they  and  may  be  significantly  less  if  the  minimum  purchase
requirements are not met.

     As a result of the agreement with Dialpack, on December 5, 2001 Look Models
entered into a three-year  Product  Distribution  Agreement  with Models Prefer,
Inc.,  a  Connecticut  corporation.  Look  Models  and  Models  Prefer  are  not
affiliated.  Under this  agreement,  Look has granted  exclusive  North American
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.
The agreement grants distribution rights in the United Kingdom as well, but only
with respect to sales made through QVC. Models Prefer anticipates  marketing its
products over televised  distribution  channels,  such as QVC. In addition,  the
agreement provides minimum purchase requirements on the part of Models Prefer to
maintain  distribution rights as well as pre-set purchase milestones in order to
maintain  exclusivity.   Models  Prefer's  failure  to  reach  minimum  purchase
requirements  may result in termination of the agreement.  Thus,  fees generated
under this  agreement are not guaranteed  and may be  significantly  less if the
minimum purchase  requirements are not met. The minimum purchase requirement for
year one (December 1, 2001 to November 30, 2002) was hundred thousand  (200,000)
units,  which was met. We began  distribution  and have  delivered  the Dialpack
product to Models Prefer. The minimum purchase requirement increased in year two
(December  1, 2002 to November  30, 2003) to three  hundred  thousand  (300,000)
units.  According  to the  contract  between the  parties,  by December 1, 2002,
Models  Prefer was required to purchase  one hundred  fifty  thousand  (150,000)
units.  This  requirement  has not been met.  Although  the contract is still in
force,  Models  Prefer has notified  Look Models that it will not be  purchasing
additional  products in the  immediate  future.  The parties  are  currently  in
discussion about potential  breaches.  Look Models is seeking to ensure that the
non-circumvention  provision  of its  contract  with Models  Prefer has not been
breached.  No formal legal action has yet to be commenced by either party.  Look
Models is currently  considering  its legal  remedies but has not yet decided on
its course of action. The minimum purchase  requirement  increases in year three
(December  1, 2003 to November  30,  2004) to four  hundred  thousand  (400,000)
units.  The requirement to maintain  exclusivity for year one is the purchase of
four  hundred  thousand  (400,000)  units by July 1, 2002.  The  requirement  to
maintain  exclusivity  for  year two is the  purchase  of six  hundred  thousand
(600,000) units by June 1, 2003. The exclusivity  purchase  requirement for year
three is the purchase of eight hundred  thousand  (800,000) units. The agreement
also  contains  a  non-circumvention  provision  on  the  part  of  Look  Models
prohibiting it from having dealings with any vendor,  producer,  supplier and/or
distributor of the dispenser.

     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.

                                       11

<PAGE>

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.

     Look Models  presently  distributes its cosmetic  products  through Douglas
Parfumerie and FANN. 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 Models has negotiated a deal with Coty Beauty,  a division of Coty, to
develop a  fragrance  line  under  the  Pret-a-Porter  brand.  The  parties  are
finalizing a written license agreement.  Look Models has received a letter dated
March 28, 2003,  from  Massimillano  Ferari,  Marketing  Director of Coty Beauty
confirming Coty's intent to finalize their agreement with Look Models.

     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 many countries such as Poland,  Germany,  Romania,  Czech Republic,
Slovakia, Serbia, Portugal,  Austria, Hungary and many others. The international
final for 2000 took place in Vienna, Austria and for 2001, in Istanbul,  Turkey.
The 2002  final  shall take place in Prague,  Czech  Republic.  We are  planning
additional  events  contemplating  "fashion  days"  that will focus on local and
international designers and will culminate in a world-wide event.

Competition
-----------

Event and Model Management:

     Both our event management and model  management  sectors are dependent upon
the modeling business.  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.  There is no barrier to
the over  twelve  thousand  modeling  agencies  worldwide  to enter  into  event
promotion  as a way to find new  talent  and to  generate  different  sources of
revenue.

     In  the  case  of  Look   Eventmanagement,   our  competitors  in  modeling
competitions are Ford, Elite and Metropolitan.

     Look  Modelmanagement is a small player in the direct placement of modeling
talent.  However,  we believe that our Internet  booking  portal will expand our
capabilities in different marketplace.  In addition,  while Look is a competitor
in the modeling business, it is also a supplier.


                                       12

<PAGE>

     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.

     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.


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

     Look Models relies on its scouting network to source new faces and contract
with these  models.  Approximately  50% of our scouts are  exclusive and 50% are
freelance.  No  scouts  can sign  contracts  on  behalf  of Look  Models  or its
affiliates.  Look Models  negotiates  fees  separately  with each of the scouts.
Generally,  a scout will  receive a 5% fee of the client  bookings for a limited
period of time.

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

     We design  our own  product  lines  with our  creative  director,  Mr.  Uli
Petzold.  The products we design include our clothing and accessory line as well
as the packaging for all of our cosmetics products. We purchase our cosmetic and
fragrance  products  from  foreign  and  domestic  manufacturers  and  suppliers
selected by our creative director.  Many of these companies also manufacture and
supply health and beauty aid products,  fragrances and cosmetics for many of our
competitors.  The products we distribute are manufactured by independent foreign
and domestic companies.  We do not own any production equipment. 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.
Manufacturers  of cosmetics and  fragrances  are subject to foreign and domestic
regulation.  We do  not  manufacture  cosmetics  and  fragrances  ourselves  and
therefore do not require governmental approval for their sale.


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 2003.
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.

                                       13

<PAGE>

Employees
---------

     Our subsidiary Look Models has twenty-three (23) total employees,  of which
twenty (20) are full time employees and three (3) are freelance.


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.


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.

     We are dependent on our President, Wolfgang Schwarz, and upon the retention
of  additional  qualified  management  and  technical  personnel.  Look  Models'
inability to attract additional key employees or the loss of one or more current
key  employees  could  reduce the  qualified  marketing  and  manpower  so as to
adversely affect it in developing  existing  products and marketing its products
to existing and future clients.
--------------------------------------------------------------------------------

     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.

     The vast majority of Look Models'  operations  and assets are  concentrated
outside the United States.  Therefore,  a creditor or plaintiff in a lawsuit may
encounter great difficulties in enforcing  liabilities in foreign  jurisdiction.
Further,  an investor  should be advised that there are political,  economic and
currency risks of operating in foreign countries.
--------------------------------------------------------------------------------

     Look  Models'  operations  are  world-wide  and its  assets  are  mainly in
Austria.  An investor  should be aware that a creditor  or  judgment  holder may
encounter great  difficulties in enforcing  liabilities and attaching  assets as
these are held  overseas.  Further,  as the  different  countries  in which Look
Models   operates  are  subject  to   different   economic   cycles,   political
instabilities and differing values in currency, an investor should be aware that
an investment in Look Models is subject to all of these risks.

                                       14

<PAGE>

     There is no public  market for our  securities.  This means that there is a
high risk that it may be difficult or impossible  for a shareholder  to sell his
shares and if he is able to sell them, he might not recoup his investment as the
price of his common stock is subject to great volatility.
-------------------------------------------------------------------------------

     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.

We may need additional  financing.  We cannot assure you that we will be able to
obtain this financing at favorable rates, if at all. If such financing cannot be
raised, we may be unable to fund the operations of our company.
--------------------------------------------------------------------------------

     While the  president of Look Models has  guaranteed  to fund the  operating
expenses for 2003 and has committed to provide a minimum of $200,000  additional
funding in 2003 if required to support operations, there is no guarantee to fund
operations in later years and thus the company may have to seek support  through
alternative means of financing. No other officers,  directors or affiliates have
agreed to lend  money to 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 our shares. Thus, the price of our shares
of our common  stock we are  offering by this  prospectus  may bear little or no
relation to their actual value.
--------------------------------------------------------------------------------

     The  price of our  shares  was  determined  in good  faith by our  board of
directors.  We have not obtained  either an appraisal  of our  securities  or an
opinion that the price of our  securities is fair from a financial  perspective.
Thus, the price of our securities may not necessarily  bear any  relationship to
our asset value, net worth or other established criteria of value and may not be
considered indicative of the actual value of Look Models.


                                       15

<PAGE>

Item 2. DESCRIPTION OF PROPERTIES

     We do not own any real  estate.  Look Models has a  protected  lease on its
offices in Vienna,  Austria,  pursuant to Austrian law. A protected  lease means
that the tenant has an indefinite  leasehold on these  properties so long as the
lease payments are made. Under the agreement,  if the Company  continues to make
lease  payments at the current  amount,  the lease cannot be  terminated  by the
landlord.  The monthly rental including  utilities is  approximately  $1,633 per
month.  Additionally,  it has a  protected  lease  in  Prague,  Czech  Republic,
pursuant to Czech law.  The lease is signed for  unlimited  period of time.  The
monthly rental,  is $750 plus  utilities.  The company has the right to sublease
the premises.  Look has a protected lease in Bratislava,  Slovakia,  pursuant to
Slovakian  law. The lease is signed for  unlimited  period of time.  The monthly
rental,  is $1,400 plus  utilities,  The  company has the right to sublease  the
premises. Look Models previously rented office space in Belgrade, Yugoslavia but
has closed this office.  Management has determined that maintaining office space
in Belgrade is  unnecessary  and that it can  currently  handle any  Yugoslavian
business by phone or through business trips to the country.  Management believes
that the  closure of this office has no impact on the  business of Look  Models.
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.

Item 3.  LEGAL PROCEEDINGS

     Kingsgate is not presently a party to any litigation, nor, to the knowledge
of  management,  is  any  litigation  threatened  against  Kingsgate  which  may
materially affect Kingsgate.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no  shareholders  meetings in the fourth  quarter of this fiscal
year.



Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

     There is no  established  public  trading  market  for  Kingsgate's  common
shares.  As of December 31, 2002,  there were 12,500,000  shares of common stock
outstanding.  The par  value  per share is  $.0001.  Kingsgate  has not paid any
dividends on its common stock in the past, nor does it foresee paying  dividends
in the near future.  Pursuant to its initial public offering,  Kingsgate offered
1,000,000  shares of common  stock at $0.10 per share.  Rule 419  required  that
Kingsgate  complete an acquisition  within eighteen months of the effective date
of the  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. Pursuant to our escrow agreement with Chittenden Bank,
we  advised  Chittenden  to  refund  the  balance  of our  escrow  agent  to our
investors, and Chittenden Bank has advised us that it did so on March 20, 2002.

     Our Company is currently  registering a unit  offering with the  Securities
and Exchange Commission.  We are registering  3,000,000 units each consisting of
one share of our common  stock,  $0.001 par value,  one class A warrant  and one
class B  warrant.  The  shares  and  warrants  are  immediately  separable  upon
issuance.  There is no public market for the shares underlying our warrants. Our
founders,  officers,  directors, current stockholders and affiliates are able to
purchase up to 50% of the offering.

                                       16

<PAGE>


Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     You  should  read the  following  discussion  and  analysis  as well as the
consolidated   financial  statements  and  their  accompanying  notes,  included
elsewhere in this prospectus.  This discussion and analysis is a presentation by
management of their financial  condition and result of their operations,  as our
company has assumed 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.  All  statements  that  address  operating  performance,  events  or
developments  that 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.

     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.

                                       17


<PAGE>

     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.


Foreign Exchange Issues
-----------------------
Foreign currency translation:
-----------------------------

     The financial  position and results of  operations of Look Models'  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 Look Models' 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.

                                       18

<PAGE>
<TABLE>
<CAPTION>


                          KINGSGATE ACQUISITIONS, INC.
                 (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.)

                              RESULTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                            2002
                 2001
                                                            ----
                 ----

<S>                                                         <C>                            <C>

Sales                                                       $       1,146,849               $        1,076,237
 Cost of sales                                                       (784,900)                        (662,601)

                                                            ------------------------------   ------------------------------
Gross profit                                                          361,949                          413,636

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


Selling expenses                                                    (610,018)                        (430,375)
Administrative expenses                                             (868,456)                      (1,648,951)

                                                            ------------------------------   ------------------------------
                                                                  (1,478,474)                      (2,079,326)

Loss from operations                                              (1,116,525)                      (1,665,690)

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


Interest expense                                                    (134,417)                         (55,826)
Other, net                                                            36,389                           (4,434)

                                                            ------------------------------   ------------------------------
                                                                     (98,028)                         (60,260)

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

Net loss                                                   $      (1,214,553)              $       (1,725,950)

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


Net loss per share - basic and diluted                       $         (0.10)                $          (0.14)

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

Average shares of common stock outstanding                         12,477,533                       12,323,269

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

</TABLE>



  19

<PAGE>


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

2002 Compared with 2001
-----------------------------------


     For the year ended December 31, 2002, revenue increased from the year ended
December 31, 2001.  Revenue for the year ended December 31, 2001 was $1,076,237,
and  revenue  for the  year  ended  December  31,  2002 was  $1,146,849  (a 6.6%
increase).  Management  believes  that the  increase  can be  attributed  to the
globalization of its model mediating activities resulting in an increased number
of models Look  Models has placed  internationally  and the ensuing  increase in
mother  agency  fees.  In  2002,  75%  of  the  overall  revenue  resulted  from
international  bookings,  compared to 5% in 2001.  Management  believes that its
models had an increased  willingness  to travel  internationally  after the post
September 11th fear of travel began to wane.  Management  also believes that the
increase can be attributed to cost cutting  measures and more  successful  model
placement.  Management  also  attributes  the  increase in revenue to the higher
margin from sales of sunscreen products.  The cost of sales of $784,900, for the
year ended  December 31,  2002,  is higher than the cost of sales of $662,601 in
the year ended December 31, 2001 (an 18.5%  increase).  The increase in the cost
of sales is due to  additional  development  fees  associated  with the Look and
Catwalk  brand  identity  and  costs  associated  with  the  development  Look's
event-management concept based on the Internet and "fashion days".  Accordingly,
there was a decrease in Look Models'  gross  margin for the year ended  December
31, 2002.  Specifically,  the gross profit for the year ended  December 31, 2001
was $413,636,  or 38.4%,  but, for the year ended  December 31, 2002,  the gross
profit was  $361,949,or  31.6%.  This  decrease in gross margin can be primarily
attributed  to the higher cost of sales in gross  margin from sales of sunscreen
products. There were no sales of sunscreen products during the nine months ended
September 30, 2001.  Selling  expenses for the year ended  December 31, 2002, as
compared to the selling  expenses  for the year ended  December 31, 2001 show an
increase from $430,375 to $610,018, or 41.7%.

     Administrative  expenses  decreased  in 2002  compared  to  those  of 2001.
Administrative  expenses were  $1,648,951 in 2001,  and were $868,456 in 2002, a
47.2%  decrease.  This is because  the company did not  re-incur  certain  costs
attributed  to  preparing  for its public  registration,  and in  upgrading  its
accounting  and financial  controls.  Look Models posted a net loss for the year
ended December 31, 2002 of  $1,214,553.  The net loss for 2002 was a decrease of
29.6% over the net loss in 2001 of $1,725,950.  The 2002 loss includes  $200,000
of non-cash foregone salary imputed to the company's president.

     The loss in 2002 can be  divided  into a loss from U.S.  operations,  and a
loss  from  European  operations.  The loss in 2002  from  U.S.  operations  was
$580,149,  while  the loss  from  European  operations  was  $634,404.  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  expenses.  Other than the  distribution  of
products  to Models  Prefer,  Ltd.  ("Models  Prefer")  there are no  operations
currently  being  conducted  in the U.S. The loss from  operations  in Europe of
$634,404 was lower in 2002 than it was in 2001. In 2001 the net loss from Europe
was $652,992.  The 2002 loss from U.S.  operations of approximately  $580,149 is
significantly less than the 2001 loss from U.S. operations of $1,072,958.

                                       20


<PAGE>

     Look Models  believes  that it is moving toward  profitability.  While Look
Models,  has  experienced  uncertainty  in  meeting  its cash flow needs and has
relied on outside  investors and its principal  shareholder to provide  funding,
Look Model's  management plans to attain  profitability and meet cash flow needs
going forward as follows:

     a.   Look Models' president and majority shareholder, Wolfgang Schwarz, has
          made a firm commitment to fund the operating  expenses for 2003 and to
          forego  salary  in 2003  until  such  time as  profitable  operations,
          capital  raised from  redemption of  outstanding  warrants,  or future
          equity transactions  provide Look Models the ability to pay his salary
          in accordance with his employment agreement. Mr. Schwarz has certified
          this commitment to Look Models in writing. This funding, if necessary,
          will be made as an at-market interest bearing loan to Look Models. Mr.
          Wolfgang  Schwarz,  has  committed  to provide a minimum  of  $200,000
          additional  funding in 2003 if  required  to support  operations.  Mr.
          Schwarz  has also  listed for sale a real  estate  investment  and has
          committed to utilize the net proceeds  from the sale,  estimated to be
          $615,000, to support 2003 activities as required.

     b.   Mr.  Schwarz has agreed to postpone  his claim for amounts owed to him
          by  Look  Models  and  to  utilize  funds  from  capital  raised  from
          redemption of  outstanding  warrants,  future equity  transactions  or
          profitable  operations as a means of  repayment.  At December 31, 2002
          and 2001 such amounts were $892,121 and $812,911, respectively.

     c.   Management  believes  that the  increase  in revenue  Look  Models has
          experienced  will continue.  For the three month ended March 31, 2003,
          Look  Models'  revenue was $370,132  (unaudited)  compared to $255,978
          (unaudited) for the three months ended March 31, 2002.

     d.   From Look Models' operating segments,  the following  developments are
          anticipated to increase revenues and cash flows in year 2003:

     Model management:

     Pursuant to its growth strategy,  Look Model's began to globalize its model
mediating  activities.  In  2002,  75%  of the  overall  revenue  resulted  from
international  bookings,  compared  to 5% in 2001.  This  trend is  expected  to
continue in 2003. Look Models' unique Internet portal booking software allows it
to administer all its models worldwide and at the same time exchange information
with partner agencies. The software allows Look Models to enhance model movement
activities and to create demand in those markets where the software  permits the
direct booking of models. Although Look Models is just beginning to utilize this
software,  model  management  revenues  increased  by more than 40 % compared to
2002.  Look Models  considers  the  Internet  portal to be a strong  competitive
advantage which will significantly increase future bookings.

     Cosmetics:

     Look Models completed a license contract for its fragrance line with one of
the world's  largest  fragrance  producers,  Coty.  Look Models will produce and
market fragrance  products,  as well as sponsor Look Model Search activities and
book Look models for its international  campaigns.  In addition, it will support
Look Models' efforts to develop new products.  This  co-operation is intended to
lead to global exposure of the Look Models' brands, "Look Models" and "Catwalk",
and is considered  an important  development  in the Look Models'  merchandising
concept.

                                       21

<PAGE>

     Look Model Search/Event-management:

     In 2003,  Look  Models  expects  to  increase  significantly  the number of
participating  countries  in its  international  model search  activities.  Look
Models'  licensees  organized  events in Austria,  Yugoslavia,  Czech  Republic,
Slovakia,  Hungary, Poland, Macedonia,  Bosnia,  Lithuania,  Latvia, Romania and
Portugal.  Due to the Look Models' Internet portal scouting system,  contestants
from an  increasing  number of countries,  including the USA,  South America and
Asian  countries,   apply  and  take  part  in  the  events.  Look  Models'  new
event-management  concept is based on the Internet and "fashion days", revolving
around the  promotion  of local  designers.  This new concept  proved to be very
successful in the final show of 2002 in Prague.  Among other celebrities,  Kevin
Costner and KENZO  Takada were  present,  as well as  designers  and agents from
eleven countries. This event gained significant media attention, and Look Models
is  evaluating  offers  from venue  sponsors in Dubai and Monte Carlo for future
international  shows. Look Models anticipates  additional  revenues for the Look
Model Search division of at least $650,000 in 2003.


     e.   Look  Models is  seeking  to  eliminate  non-recurring  expenses.  See
          Liquidity and Capital Resources, below.

     f.   Look Models is seeking to eliminate non-cash charges,  such as payment
          in stock for services rendered to Look Models



                                       22

<PAGE>

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

     Although  Look Models had a  shareholders'  deficit as of December 31, 2001
and December 31, 2002 , of $1,678,269 and $3,048,302,  respectively, 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)  Funding Commitment.  Look Models' president and majority  shareholder,
          Wolfgang  Schwarz,  has guaranteed to fund the operating  expenses for
          2003 and to  forego  salary  in 2003  until  such  time as  profitable
          operations, capital raised from redemption of outstanding warrants, or
          future equity transactions  provide Look Models the ability to pay his
          salary in accordance with his employment  agreement.  Mr. Schwarz, has
          committed to provide a minimum of $200,000  additional funding in 2003
          if required to support  operations.  Mr.  Schwarz has  certified  this
          commitment to Look Models in writing. This funding, if necessary, will
          be made as an at-market interest bearing loan to Look Models.

     (2)  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.  Look Models believes that it is
          currently  at the due  diligence  stage  of these  negotiations.  Look
          Models is negotiating additional equity funding from foreign investors
          and has completed the combination with Kingsgate  Acquisitions,  Inc.,
          which is  expected  to  provide  access to the U.S.  capital  markets.
          Additional  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.  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.

     (3)  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 increase its revenues,
          while  stabilizing  its expenses.  For the three month ended March 31,
          2003,  Look  Models'  revenue  was  $370,132  (unaudited)  compared to
          $255,978  (unaudited)  for the three  months  ended  March  31,  2002.
          Additionally,  Look  Models'  has  outstanding  claims  against  third
          parties  which  management  believes  will result in cash receipts and
          debt extinguishment during 2003 totaling approximately $165,000.

                                       23
<PAGE>


     (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
          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.


     (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.  An example of follow-on financing that
          would be used to repay Mr. Schwarz' loan is through warrant  exercise.
          If  our  offering,   which  is  currently  in  registration  is  fully
          subscribed there will be 6,000,000 warrants outstanding. Upon exercise
          of these 6,000,000  warrants,  Look Models will receive gross proceeds
          of  $6,250,000.  We intend to use 25% of the  warrant  proceeds to pay
          outstanding  officer  loans  and  75%  of  the  warrant  proceeds  for
          marketing our cosmetics and accessory lines. There can be no assurance
          that the warrants will be exercised or that Look Models will return to
          profitability.  Mr.  Schwarz has not  guaranteed the extension of this
          loan and could, potentially,  seek some loan repayment out of revenues
          generated.


     (6)  Lines of Credit and Overdrafts. Look Models has the following lines of
          credit from Tiroler Sparkasse Bank, Austria:


     At December 31, 2002 short-term borrowing consisted of:

Line of credit, interest at 6.5%; outstanding balance due in June 2003;
collateralized by the Company's receivables and guaranteed
by the Company's president*                                           $  184,112

Line of credit, interest at 6.5%; outstanding balance due in June 2003;
collateralized by the Company's receivables and guaranteed
by the Company's president*                                              458,160

Line of credit, interest at 7.875%; outstanding balance due in June 2003;
collateralized by the Company's receivables and guaranteed
by the Company's president                                               150,774


Overdraft on bank accounts, interest at 7%*                            1,116,721

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


                                                                     $ 1,909,767

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


*    Effective  January 1, 2003,  the interest rates on these loans were reduced
     to 4.5%.

                                       24

<PAGE>

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, 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.  For
example,  the  different  seasons  result in the need for  models  in  different
venues.  Spring and fall bring the need for models to display  fashions  for the
industry  retail viewers.  Summer and Winter require models in on-site  swimwear
and Winter sports shoots.


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  plans  to form  strategic  alliances,  through  either  commission
agreements or 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. In general,
Look Models intends to use stock in large part to finance acquisitions. If funds
are  required,  such funds  would come out of  revenue  or working  capital,  if
available,  or could be raised through subsequent  offerings.  In November 2002,
Mr. Schwarz executed a contract to acquire Munich Models GmbH, a privately owned
German model agency.  This contract was subsequently  terminated by the parties.
We are not currently involved in a negotiation to acquire any other agency.


                                       25
<PAGE>

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

     Look Models has  commenced  preliminary  discussions  with Fashion  T.V., a
media company,  which is televised worldwide through cable and satellite and has
approximately  300 million viewers.  The two companies are  collaborating a deal
whereby  Fashion T.V.  would cover all Look Models'  national  model contests as
well as the  International  final  event.  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 as well as new talent.  An
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 2002 Look Models signed  agreements in Portugal,
Germany, Czech Republic, Slovakia, Turkey, Poland, Hungary, Yugoslavia.

     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.

     Look Models has negotiated a deal with Coty Beauty,  a division of Coty, to
develop a  fragrance  line  under  the  Pret-a-Porter  brand.  The  parties  are
finalizing a written license agreement.  Look Models has received a letter dated
March 28, 2003,  from  Massimillano  Ferari,  Marketing  Director of Coty Beauty
confirming Coty's intent to finalize their agreement with Look Models.



                                       26

<PAGE>

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 is 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 line of products that will utilize its "Look  Models",  and its
"Catwalk"  brands.  The products are aimed at the young female market worldwide.
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.

     Look Models has negotiated a deal with Coty Beauty,  a division of Coty, to
develop a  fragrance  line  under  the  Pret-a-Porter  brand.  The  parties  are
finalizing a written license agreement.  Look Models has received a letter dated
March 28, 2003,  from  Massimillano  Ferari,  Marketing  Director of Coty Beauty
confirming Coty's intent to finalize their agreement with Look Models.

--------

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

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 30%per annum.


                                       27

<PAGE>

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

     Look  Models has  constructed  what it  believes  to be the first  Internet
portal with a copyrighted  proprietary  software that enables worldwide bookings
online. The website has been operational since July 2002. 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.

     Clients have already taken advantage of utilizing Look Models' new software
such as Nina Ricci, Paris, Grey Worldwide,  TRIUMPH international,  Chanel, many
mail order  companies  and the major  fashion  magazines,  such as Vogue,  Elle,
Glamour and Marie  Claire.  In 2002,  76.16% ($  443,545)  of the overall  Model
Management's   revenue  ($  582,401)  resulted  from   international   bookings.
Management  anticipates that our unique Internet portal booking software to help
increase  international  bookings as it allows our models  worldwide to exchange
information  with partner  agencies.  The software allows the Company to enhance
model  movement  activities  and to  create  demand in those  markets  where the
software permits the direct booking of models. Although we are just beginning to
utilize our software,  model management  revenues  increased by more than 55% in
2002 compared to 2001. Look Models considers the Internet

     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.  While
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,  management has not worked out the specifics of this program.  It is
anticipated  that this program will be a privately  issued  employee  stock plan
issued  pursuant to an exemption from  registration  under the Securities Act of
1933.  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.


                                       28
<PAGE>


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.

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.


                                       29
<PAGE>


<TABLE>
<CAPTION>

    A summary of sales by country is as follows:

                                                Year ended December 31, 2002

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

                                     Event-           Model-
                                   Management       Management      Cosmetics      Total
<S>                                <C>              <C>             <C>            <C>


Austria                               $   103,717   $  138,856      $       341     $ 242,914
United States of America                   26,488           -           309,603       336,091
Other countries                           124,299      443,545               -        567,844

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

Totals                               $    254,504   $  582,401      $   309,944   $ 1,146,849

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

</TABLE>


<TABLE>
<CAPTION>

                                                    Year ended December 31, 2001

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

                                     Event-           Model-
                                  Management       Management      Cosmetics              Total
<S>                               <C>              <C>             <C>               <C>


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

                               ===================================================================
</TABLE>

<TABLE>
<CAPTION>


    Information about the Company's operating segments:

                                                Year ended December 31, 2002

                        ------------------------------------------------------------------------
                                  Event-       Model
                                management     Management     Cosmetics    Corporate      Total

                          ------------------------------------------------------------------------
<S>                            <C>           <C>            <C>          <C>        <C>


Total revenue                $     254,504     $  582,401     $ 309,944        -     $  1,146,849
Profit (loss) from operations     (439,967)      (178,524)       82,115   $(580,149)   (1,116,525)
Interest expense                  (108,140)       (26,277)            -            -     (134,417)
Net income (loss)                 (524,549)      (191,970)       82,115    (580,149)   (1,214,553)


Salary waived by CEO                                                        200,000       200,000
  and majority
shareholder

Capital expenditures                 13,443         14,240            -           -        27,683
Depreciation and
  amortization                       12,326         10,161            -      15,543        38,030


</TABLE>

                                       30

<PAGE>


<TABLE>
<CAPTION>

                                               Year ended December 31, 2001

----------------------------------------------------------------------
                                  Event-         Model
                                management     Management    Cosmetics
Corporate      Total

----------------------------------------------------------------------
<S>                             <C>            <C>           <C>         <C>          <C>

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)

Shared issued for services               -             -             -      270,000      270,000
Capital expenditures                 7,472             -             -       16,534       24,006
Depreciation and
  amortization                       9,030         7,388             -       15,544       31,962

</TABLE>



                                       31

<PAGE>




Item 7.  Financial Statements



                          KINGSGATE ACQUISITIONS, INC.

                 (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.)

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



                                    CONTENTS




Page

Independent auditors' report                                                F-1

Financial statements:

    Balance sheet                                                           F-2

    Statements of operations                                                F-3

    Statements of changes in  shareholders' deficit and comprehensive
income (loss)                                                               F-4

    Statements of cash flows                                              F-5-6

    Notes to financial statements                                        F-7-20


                                       32


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Board  of  Directors
Kingsgate  Acquisitons,  Inc.
(Succesor  to Look  Models International,  Inc.)

     We have audited the  accompanying  consolidated  balance sheet of
Kingsgate
Acquisitions,   Inc.  (successor  to  Look  Models   International,   Inc.)
and
subsidiaries  (Note 1) as of December  31,  2002,  and the related
consolidated
statements of operations,  changes in  shareholders'  deficit and
comprehensive
income (loss),  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 Kingsgate
Acquisitions,   Inc.  (successor  to  Look  Models   International,   Inc.)  and
subsidiaries  as of December  31, 2002 and the results of their  operations  and
their cash flows for each of the years in the two-year period ended December 31,
2002, in conformity with accounting  principles generally accepted in the United
States of America.

HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
March 17, 2003


                                       F-1

<PAGE>


                          KINGSGATE ACQUISITIONS, INC.

             (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.) (NOTE 2)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2002



ASSETS

Current assets
     Cash and cash equivalents                               $           22,765
     Trade accounts receivable, net of allowance
        for doubtful accounts of $9,950                                 191,141
     Inventories                                                         99,669
     Prepaid expenses and other current assets                           86,419

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

        Total current assets                                            399,994

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

Property and equipment, net                                              46,583
Intangible assets, net                                                  103,019
Deposit                                                                  16,281

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

                                                                        165,883

     Total assets                                            $          565,877

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

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Trade liabilities                                       $          572,527
     Accrued expenses and other current liabilities                     239,764
     Advances payable, related party                                    892,121
     Short-term borrowings                                            1,909,767

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

         Total liabilities (all current)                              3,614,179

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

Commitments and contingencies

Shareholders' deficit:
     Preferred stock, $0.001 par value; 5,000,000
        shares authorized; none issued
     Common stock, $0.001 par value; 45,000,000
        shares authorized; 12,500,000 shares issued
        and outstanding at December 31, 2002                             12,500
     Additional paid-in capital                                       3,167,988
     Accumulated deficit                                             (6,132,923)
     Accumulated other comprehensive loss                               (95,867)

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

         Total shareholders' deficit                                 (3,048,302)

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

Total liabilities and shareholders' deficit                  $          565,877

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

                 See notes to consolidated financial statements.

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                          KINGSGATE ACQUISITIONS, INC.

             (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.) (NOTE 2)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                2002
               2001
                                                                ----
               ----

<S>                                                    <C>                       <C>

Sales                                                  $            1,146,849     $            1,076,237
Cost of sales                                                        (784,900)                  (662,601)

                                                        ----------------------     ----------------------
Gross profit                                                          361,949                    413,636

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


Selling expenses                                                     (610,018)                  (430,375)
Administrative expenses                                              (868,456)                (1,648,951)

                                                        ----------------------     ----------------------
                                                                   (1,478,474)                (2,079,326)

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

Loss from operations                                               (1,116,525)                (1,665,690)

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


Interest expense                                                     (134,417)                   (55,826)
Other, net                                                             36,389                     (4,434)

                                                        ----------------------     ----------------------
                                                                      (98,028)                   (60,260)

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

Net loss                                               $           (1,214,553)    $           (1,725,950)

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


Net loss per share - basic and diluted                 $                (0.10)    $               (0.14)

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


Weighted average shares of common stock
    outstanding                                                    12,477,533                 12,323,269

                                                        ======================     ======================
</TABLE>

                                      F-3
<PAGE>

                          KINGSGATE ACQUISITIONS, INC.

             (SUCCESOR TO LOOK MODELS INTERNATIONAL, INC.) (NOTE 2)

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                         AND COMPREHENSIVE INCOME (LOSS)

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>

                                         Accumulated
                                         Common stock                 Additional                          other
                                -------------------------------
                                                                    paid-in       Accumulated       comprehensive
                                  Shares              Amount        capital        deficit           income (loss)     Total
                            ----------------  ---------------    -------------  --------------    -----------------  -------
<S>                            <C>                <C>                <C>             <C>               <C>                <C>

Balances at January 1, 2001        11,884,443   $     11,884   $     2,564,201   $   (3,192,420)   $    239,221    $    (377,114)

Sale of common stock pursuant to
   private placements, net             73,624             74            70,545                                            70,619
Issuance of common stock in
   exchange for services              475,459            476           269,524                                           270,000
Issuance of common stock in
   exchange for profit interest        21,099             21            17,979                                            18,000
   payable
Comprehensive income (loss):
   Net loss                                                                          (1,725,950)                      (1,725,950)
   Foreign currency translation                                                                          66,176           66,176
   adjustment
Comprehensive loss                                                                                                    (1,659,774)
                                   -------------    -------------   --------------    ------------   -------------  --------------

Balances at December 31, 2001       12,454,625         12,455         2,922,249       (4,918,370)       305,397       (1,678,269)

Sale of common stock pursuant to
   private placements, net              45,375             45            45,739                                           45,784
Salary waived by CEO and majority
    shareholder                                                         200,000                                          200,000
Comprehensive income (loss):
   Net loss                                                                            (1,214,553)                    (1,214,553)
   Foreign currency translation adjustment                                                              (401,264)       (401,264)
Comprehensive loss                                                                                                    (1,615,817)
                                     --------------   -----------  ---------------   --------------   -------------  -------------

Balances at December 31, 2002        12,500,000         12,500        3,167,988         (6,132,923)      (95,867)     (3,048,302)
                                    ===============  ============= =============== ================   ============= ===============
</TABLE>

                See notes to consolidated financial statements.

                                       F-4


<PAGE>



                          KINGSGATE ACQUISITIONS, INC.

             (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.) (NOTE 2)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                     2002                         2001
                                                                     ----                         ----
<S>                                                         <C>                           <C>

Cash flows from operating activities:
   Net loss                                                 $         (1,214,553)   $         (1,725,950)

                                                                --------------------    --------------------
   Adjustments to reconcile net loss to net cash
      used in operating activities:
   Depreciation and amortization                                          38,030                  31,962
   Issuance of shares for services                                                               270,000
   Salary waived by CEO and majority shareholder                         200,000
   Changes in assets and liabilities:
      Decrease (increase) in accounts receivable                         118,560                (182,656)
      Decrease in inventories                                             80,524                   9,833
      Decrease in prepaids and other current assets                       43,833                 330,407
      (Decrease) increase in trade accounts payable                     (258,606)                268,244
      (Decrease) increase in accrued expenses and
        other liabilities                                                (45,601)                 66,099
      (Decrease) increase in advance payable related party                (6,618)                356,541
      Decrease in deferred income                                                                (27,804)

                                                                --------------------    --------------------
                                                                         170,122               1,122,626

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

   Net cash used in operating activities                              (1,044,431)               (603,324)

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

Cash flows from investing activities:
   Capital expenditures                                                  (27,683)                (24,006)

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

   Net cash used in investing activities                                 (27,683)                (24,006)

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

Cash flows from financing activities:
   Increase in short-term borrowings, net                              1,038,820                  57,919
   Proceeds from issuance of common stock                                 45,784                  53,645

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

   Net cash provided by financing activities                           1,084,604                 111,564

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

Effect of exchange rate changes in cash and cash
   equivalents                                                           (35,928)                  4,304

Net decrease in cash                                                     (23,438)              (511,462)

Cash and cash equivalents at beginning of year                            46,203                 557,665

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

Cash and cash equivalents at end of year                    $             22,765    $             46,203

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



</TABLE>
                                   (Continued)

                                      F - 5
<PAGE>



                          KINGSGATE ACQUISITIONS, INC.

             (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.) (NOTE 2)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                         2002                     2001

<S>                                                         <C>                      <C>

Supplemental disclosures of cash flow information:

   Cash paid during the year for interest                   $            134,417    $             55,826

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

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

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


</TABLE>

                See notes to consolidated financial statements.

                                     F - 6

<PAGE>


                          KINGSGATE ACQUISITIONS, INC.

                 (SUCCESSOR TO LOOK MODELS INTERNATIONAL, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2002 AND 2001

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

    Organization:

    The following depicts the Company and its major subsidiaries:



                    -----------------------------------------
                    -----------------------------------------
                          Kingsgate Acquisitions, Inc.
                                  Delaware, USA
                    -----------------------------------------
                    -----------------------------------------
                                      100%
                    -----------------------------------------
                         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
-------------------------------
---------------------------------


     Kingsgate  Acquisitions,  Inc. ("Kingsgate" or "the Company") is a
Delaware
corporation organized on September 28, 1999.

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

     On September 6, 2002, LMI completed a merger  agreement  (the  "Agreement")
with  Kingsgate,  a  development  stage  corporation,  organized as a vehicle to
acquire or merge with a business.

     Pursuant to the Agreement,  the  shareholders of LMI sold to Kingsgate 100%
of all 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 were issued to the president and majority shareholder of LMI.

                                      F-7

<PAGE>

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

Organization (continued):

     The transaction was accounted for as a reverse  acquisition of Kingsgate by
LMI,  since  the  shareholders  of LMI  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 Kingsgate by LMI and as a recapitalization  of LMI.
Shares of preferred stock authorized,  and common stock  authorized,  issued and
outstanding have been retroactively restated to present the capital structure of
Kingsgate.

     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.

     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  cream) and  lingerie.  These  activities  are
recorded in 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 Kingsgate
Acquisitions,  Inc.  (successor  to Look  Models  International,  Inc.) and it's
wholly-owned  subsidiaries Fordash Holdings,  Ltd., Look  Eventmanagement  GmbH,
Look  Model  Management  GmbH and Look  Modelmanagement  spol sro.  Intercompany
balances and transactions are eliminated.

     Prior to the merger agreement,  Kingsgate had no operations.  As such these
financial  statements  prior  to  and  subsequent  to  the  merger  reflect  the
activities of LMI to which Kingsgate succeeded.

                                      F-8
<PAGE>


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

Management's plans:

     The Company's  financial  statements  for the years ended December 31, 2002
and 2001 show that the  Company  has  incurred  net  losses  of  $1,214,553  and
$1,725,950,  respectively, and has a shareholders' deficit and a working capital
deficiency of $3,048,302 and $3,214,185,  respectively, as of December 31, 2002.
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  amounts  owed to him by the  Company  and to
          utilize  funds from  capital  raised from  redemption  of  outstanding
          warrants,  future equity  transactions  or profitable  operations as a
          means of  repayment.  At December  31, 2002 and 2001 such amounts were
          $892,121 and $812,911,  respectively.  In addition,  the president and
          majority shareholder has guaranteed to fund the operating expenses for
          2003,  and to forego  salary  in 2003  until  such time as  profitable
          operations, capital raised from redemption of outstanding warrants, or
          future equity transactions  provide the Company the ability to pay his
          salary in  accordance  with his  employment  agreement.  The 2002 loss
          includes $200,000 of non-cash foregone salary imputed to the Company's
          president.

     b.   The Company's president has committed to provide a minimum of $200,000
          additional  funding in 2003 if  required  to support  operations.  The
          Company's  president has also listed for sale a real estate investment
          and has committed to utilize the net proceeds from the sale, estimated
          to be approximately  $615,000, to support 2003 activities as required.
          For the  three  months  ended  March 31,  2003,  Company  revenue  was
          $370,132  (unaudited)  compared to $255,978  (unaudited) for the three
          months ended March 31, 2002. Additionally, the Company has outstanding
          claims against third parties which the Company believes will result in
          cash   receipts  and  debt   extinguishment   during  2003   totalling
          approximately $165,000.

     c.   From the Company's operating segments,  the following developments are
          anticipated to increase revenues and cash flows in 2003:

     Model management:  Pursuant to its growth strategy, Look began to globalize
its model mediating  activities.  In 2002, 75% of the overall  revenue  resulted
from international  bookings,  compared to 5% in 2001. This trend is expected to
continue in 2003. The Company's  unique Internet portal booking  software allows
it to  administer  all  its  models  worldwide  and at the  same  time  exchange
information  with partner  agencies.  The software allows the Company to enhance
model  movement  activities  and to  create  demand in those  markets  where the
software  permits the direct booking of models.  Although Look is just beginning
to utilize this software,  model management  revenues increased by more than 55%
in 2002  compared to 2001.  Look  considers  the Internet  portal to be a strong
competitive advantage which will significantly increase future bookings.


                                      F-9

<PAGE>

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

    Management's plans (continued):

Cosmetics:

     The Company completed a license contract for its fragrance line with one of
the world's largest  fragrance  producers.  This company will produce and market
fragrance  products,  as well as sponsor Look Model Search  activities  and book
Look models for its international campaigns. In addition, it will support Look's
efforts to develop new products. This co-operation is intended to lead to global
exposure of the Company's brands, "Look Models" and "Catwalk", and is considered
an important development in the Company's merchandising concept.

Look Model Search/Event-management:

     In 2003,  the  Company  expects  to  increase  significantly  the number of
participating  countries in its international  model search  activities.  Look's
licensees  organized events in Austria,  Yugoslavia,  Czech Republic,  Slovakia,
Hungary, Poland, Macedonia, Bosnia, Lithuania, Latvia, Romania and Portugal. Due
to the Company's Internet portal scouting system, contestants from an increasing
number of countries, including the USA, South America and Asian countries, apply
and take part in the events. The Company's new event-management concept is based
on the Internet  and "fashion  days",  revolving  around the  promotion of local
designers.  This new concept  proved to be very  successful in the final show of
2002 in Prague.  This event gained significant media attention,  and the Company
is  evaluating  offers  from venue  sponsors in Dubai and Monte Carlo for future
international  shows.  Look anticipates  additional  revenues for the Look Model
Search division of at least $650,000 in 2003.

2.  Significant accounting policies:

    Foreign currency translation:

     The financial  position and results of operation of the  Company's  foreign
subsidiaries are measured using local currency as the functional  currency.  The
functional  currency  for most  foreign  operations  is the Euro.  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 as of 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 in banks with original
maturities of less than three months.

    Reclassifications:

     Certain  amounts  reported  in the  2001  financial  statements  have  been
reclassified to conform to the 2002 presentation.

                                      F-10

<PAGE>

2. Significant accounting policies (continued):

    Accounts receivable and concentration of credit risk:

     The Company grants credit to its customers,  generally without  collateral.
At December 31, 2002  approximately  $75,686 of net trade  receivables  were due
from one Model Management customer.  During the year ended December 31, 2002 and
the year ended  December 31, 2001 one cosmetics  customer  accounted for 33% and
25% of sales, respectively. No other single customer accounted for more than 10%
of sales during the years ended December 31, 2002 and December 31, 2001.

    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 recognised using the  straight-line  method,  primarily
over useful lives of 5 years.

    Intangible assets:

     Intangible  assets  consist  of costs  incurred  to develop  the  Company's
website 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.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets",   which  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144 supersedes  SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed of", it retains many
of the fundamental  provisions of that  Statement.  The Company adopted SFAS No.
144 on January 1, 2002 with no material impact to its financial statements.

     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  recognised  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,
2002 and 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.

                                      F-11

<PAGE>

2. Significant accounting policies (continued):

    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.  License fee revenues are recognized over the term of the
licensing agreement.

    Advertising:

     Advertising costs are expensed as incurred. During the years ended December
31, 2002 and 2001,  the Company  incurred  approximately  $ 16,000 and $ 52,000,
respectively, in advertising expense.

    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  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.

    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.

    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, 2002 and 2001,  comprehensive income
(loss) represents foreign currency translation adjustments.

                                      F-12

<PAGE>

2. Significant accounting policies (continued):

    Recently issued accounting standards:

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
SFAS Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
46"), which changes the criteria by which one company includes another entity in
its  consolidated  financial  statements.  FIN 46  requires a variable  interest
entity ("VIE") to be  consolidated  by a company if that company is subject to a
majority of the risk of loss from the variable interest  entity's  activities or
entitled to receive a majority of the  entity's  residual  returns or both.  The
consolidation  requirements  of FIN 46 apply  immediately to VIE's created after
January 31, 2003, and apply in the first fiscal period  beginning after June 15,
2003,  for VIE's  created  prior to  February 1, 2003.  As the Company  does not
currently  have an  interest  in a VIE,  management  does  not  expect  that the
adoption of FIN 46 will have a  significant  immediate  impact on the  financial
condition or results of operations of the Company.

     In December 2002,  FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  Transition and  Disclosure".  This  statement  amends SFAS No. 123
"Accounting  for  Stock-Based  Compensation"  and  establishes  two  alternative
methods of transition  form the intrinsic  value method to the fair value method
of accounting for stock-based employee compensation.  In addition,  SFAS No. 148
requires  prominent  disclosure  about the  effects on  reported  net income and
requires  disclosure  for these effects in interim  financial  information.  The
provisions for the alternative transition methods are effective for fiscal years
ending  after  December  15, 2002 and the amended  disclosure  requirements  are
effective for interim  periods  beginning  after  December 15, 2002. The Company
plans  to  continue  accounting  for  stock-based  compensation  under  APB  25.
Therefore,  this pronouncement is not expected to impact the Company's financial
position or results of operations.

     In November  2002, the FASB issued SFAS  Interpretation  No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  and  Indebtedness  of Others".  FIN 45  elaborates  on the
disclosures  to be made by the  guarantor  in its interim  and annual  financial
statements about its obligations under certain guarantees that it has issued. It
also requires  that a guarantor  recognize,  at the inception of a guarantee,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.   The  initial   recognition  and  measurement   provisions  of  this
interpretation  are  applicable on a prospective  basis to guarantees  issued or
modified  after  December  31,  2002,  while the  provisions  of the  disclosure
requirements are effective for financial statements of interim or annual reports
ending  after  December  15,  2002.  The  Company is  currently  evaluating  the
recognition  provisions  of FIN 45, but does not expect that the adoption of FIN
45 will have a  significant  immediate  impact  on the  financial  condition  or
results of operations of the Company, as the Company has made no guarantees.

     In June 2002, FASB issued SFAS No. 146,  "Accounting for Costs,  Associated
with Exit or Disposal  Activities".  SFAS No. 146 addresses financial accounting
and  reporting  for costs  associated  with exit or  disposal  activities.  This
statement  supersedes  "Emerging  Issues Task Force Issue" No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity".  The Company  does not expect that the  adoption of SFAS No. 146 will
have a significant  immediate  impact on the  financial  condition or results of
operations of the Company.


                                      F-13

<PAGE>

2. Significant accounting policies (continued):

    Recently issued accounting standards (continued):

     In July 2001, the 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  is
prohibited  after that date.  SFAS No. 142 changes the  accounting for good will
from an amortisation method to an impairment-only  approach. The Company adopted
the provisions of SFAS No. 141 and 142 on January 1, 2002. The adoption of these
standards  did not have any  effect on the  Company's  financial  condition  and
results of operations.

3.  Property and equipment:

       At December 31, 2002, property and equipment consists of:


     Office and computer equipment                                    $ 125,478
     Less accumulated depreciation                                      (78,895)

                                                                 ---------------
     Property and equipment is predominantly located in Austria.       $ 46,583


4.   Intangible assets:

     At December 31, 2002, intangible assets consist of:

     Website development costs                                         $  8,900
     Design fees for Look Models and Catwalk identity                   127,175

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

                                                                        136,075
     Less accumulated amortization                                      (33,056)

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

                                                                     $  103,019

                                      F-14
<PAGE>



5.  Short term borrowings:

    At December 31, 2002 short-term borrowing consisted of:

     Line of credit,  interest  at 6.5%;  outstanding
     balance due in June 2003; collateralized  by the
     Company's  receivables  and  guaranteed by the
     Company's president *                                            $ 184,112

     Line of credit,  interest  at 6.5%;  outstanding
     balance due in June 2003; collateralized  by the
     Company's  receivables  and  guaranteed by the
     Company's president *                                              458,160

     Line of credit,  interest at 7.875%;  outstanding
     balance due in June 2003; collateralized  by the
     Company's  receivables  and  guaranteed by the
     Company's president                                                150,774

     Overdraft on bank accounts, interest at 7% *                     1,116,721

                                                                       ---------

                                                                 $    1,909,767

*    Effective  January 1, 2003,  the interest rates on these loans were reduced
     to 4.5%.


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

                                               2002              2001
                                             -------------    ------------

    Computed "expected" tax benefit             34.00%           34.00%
    Operating losses for which a
       benefit has not been recognized         (34.00%)         (34.00%)
                                             -------------    -------------
                                                    -                  -
                                             =============    =============


                                      F-15
<PAGE>


    7.  Income taxes (continued):

       At December 31, 2002, the Company's deferred tax assets are as
follows:

     Net operating loss carry forwards (foreign)             $          849,052
     Net operating loss carry forwards (U.S.)                           934,351
     Deferred tax asset valuation allowance                          (1,783,403)

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

     Net deferred tax assets                                 $                -

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

     In foreign  tax  jurisdictions,  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.

     At December 31, 2002 the Company has foreign  operating loss  carryforwards
of  approximately   $2,497,000,   and  U.S.   operating  loss  carryforwards  of
approximately  $2,748,000.  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 2022.

     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 amounts owed to him by the Company  through  2003,  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 $30,170 and $39,210 for the years
ended December 31, 2002 and 2001,  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
landlord cannot  terminate the lease.  Rent expense for the years ended December
31, 2002 and 2001 was approximately $18,930 and $10,100, respectively.


                                      F-16

<PAGE>


9.  Leases (continued):

    At December 31, 2002, future minimum lease payments are as follows:

           Year ending December 31:

                    2003                                      $        22,133
                    2004                                               20,546
                    2005                                               12,609
                    2006                                               11,479
                    2007                                                8,440

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

                    Total                                     $        75,207

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

10. Other post-employment benefits:

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

     The  following   parameters  have  been  used  at  December  31,  2002  for
calculating estimated severance payment:


         Retirement age:   Male                               61.50
                           Female                             56.50

         Discount rate                                        4.50%
         Rate of increase in future
             compensation levels                              2.50%


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

     The calculations of the estimated  severance  payments at December 31, 2002
are as follows:

         Projected benefit obligation at the
            beginning of the period                             $        19,415
         Interest costs                                                   1,302
         Service costs                                                    6,516
         Recognized actuarial loss                                         (258)

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

         Projected benefit obligation at the
           end of the period                                    $        26,975

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




                                      F-17
<PAGE>


11.  Shareholder's equity:

     In  connection  with its  recapitalization,  the Company  issued  2,000,000
shares of common  stock.  During the year ended  December  31, 2001 and the year
ended  December 31, 2002,  the Company  issued an additional  570,182 and 45,375
shares of common stock for $358,619  and $45,784 net,  respectively.  A total of
73,624 and 45,375  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, 496,558 shares were issued in exchange for legal and professional services
and in repayment of certain  liabilities.  These shares were valued at $288,000,
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.

     During the year ended  December  31,  2002,  the  Company's  president  and
majority  shareholder  waived  salary  of  $200,000  due  under the terms of his
employment  contract with the Company.  The Company has accounted for the waived
salary as a capital  contribution  by the majority  shareholder  resulting in an
increase in additional paid-in capital of $200,000.

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.

13.  Operating segments:

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

     Event Management:

     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.

                                      F-18



13.      Operating segments (continued):
<TABLE>
<CAPTION>
     A summary of sales by country is as follows:

                          Year ended December 31, 2002

                                         Event-               Model
                                       management          management     Cosmetics           Total
<S>                               <C>                <C>                <C>               <C>

     Austria                     $        103,717    $        138,856    $     341    $      242,914
     United States of America              26,488                   -      309,603           336,091
     Other countries                      124,299             443,545            -           567,844
                                 ----------------    ----------------    -------------    --------------

     Totals                      $        254,504    $        582,401    $ 309,944    $    1,146,849
                                 ================    ================    =============    ==============
</TABLE>

<TABLE>
<CAPTION>

                          Year ended December 31, 2001
                                         Event-               Model
                                       management          management       Cosmetics           Total
<S>                               <C>                <C>                <C>               <C>

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

</TABLE>

    Information about the Company's operating segments:

                          Year ended December 31, 2002
<TABLE>
<CAPTION>
                                      Event-            Model
                                    management        management    Cosmetics      Corporate          Total
<S>                             <C>                <C>             <C>        <C>             <C>

     Total revenue             $     254,504      $    582,401     $   309,944             -     $   1,146,849
     Profit (loss) from
         operations                 (439,967)         (178,524)         82,115   $   (580,149)      (1,116,525)
     Interest expense               (108,140)          (26,277)             -               -         (134,417)
     Net income (loss)              (524,549)         (191,970)        82,115        (580,149)      (1,214,553)

     Salary waived by CEO
        and majority shareholder                                                      200,000          200,000
     Capital expenditures             13,443            14,240              -               -           27,683
     Depreciation and
         amortization                 12,326            10,161              -          15,543           38,030

</TABLE>

                                      F-19
<PAGE>


13.      Operating segments (continued):

<TABLE>
<CAPTION>
                          Year ended December 31, 2001
                                      Event-            Model
                                    management        management     Cosmetics     Corporate          Total
<S>                               <C>               <C>              <C>          <C>                 <C>


     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              7,472                 -              -          16,534           24,006
     Depreciation and
          amortization                 9,030             7,388              -          15,544           31,962
</TABLE>




                                      F-20

<PAGE>


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

     Thomas  Monahan,  CPA was our  independent  certifying  accountant  for the
fiscal years ended  December 31, 2001,  2000 and 1999.  On November 25, 2002, we
terminated his appointment and  subsequently  engaged Horwath Gelfond  Hochstadt
Pangburn,  P.C.,  independent  certified public  accountants,  as our certifying
accountant.  The termination of Thomas  Monahan,  CPA and appointment of Horwath
Gelfond Hochstadt Pangburn, P.C. was approved by our board of directors.

     The reports of Thomas Monahan, CPA on our financial statements for the past
two fiscal years for which Thomas Monahan, CPA provided such reports,  contained
no adverse  opinion or  disclaimer  of  opinion,  nor was  either  qualified  or
modified as to uncertainty, audit scope or accounting principle except that such
reports  were  modified  with  respect  to our  ability to  continue  as a going
concern.

     In connection  with the audits of the last two fiscal years ended  December
31st and during the  subsequent  interim period  preceding his dismissal,  there
were no  disagreements  between  us and  Thomas  Monahan,  CPA on any  matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures,  which disagreements,  if not resolved to his satisfaction,
would have caused Thomas  Monahan to make reference to the subject matter of the
disagreement in connection with his reports.

     In connection  with the audits of the last two fiscal years ended  December
31st and during the subsequent  interim period  preceding his dismissal,  Thomas
Monahan did not advise us that:

(A)  internal controls necessary for us to develop reliable financial statements
     did not exist;

(B)  information  had come to his attention that led him to no longer to be able
     to rely on our  management's  representations  or made him  unwilling to be
     associated with the financial statements prepared by our management;

(C)  there was a need to expand  significantly  the scope of his audit,  or that
     information  had come to his  attention  during such time  periods  that if
     further   investigated   might:  (i)  materially  impact  the  fairness  or
     reliability  of either a previously  issued audit report or the  underlying
     financial  statement;  or the financial  statements  issued or to be issued
     covering  the  fiscal  periods  subsequent  to the date of the most  recent
     financial  statements  covered by an audit report,  or (ii) cause him to be
     unwilling to rely on our management's representations or be associated with
     our financial statements;

(D)  information  had come to his  attention  that he had  concluded  materially
     impacted the  fairness or  reliability  of either (i) a  previously  issued
     audit report or the underlying financial statements,  or (ii) the financial
     statements issued or to be issued covering the fiscal periods subsequent to
     the  date of the  most  recent  financial  statements  covered  by an audit
     report.

     We did not consult with Horwath Gelfond Hochstadt Pangburn, P.C. during the
Company's  fiscal years ended  December 31,  2001,  2000 or 1999 and  subsequent
period through November 25, 2002 on the application of accounting  principles to
a  specified  transaction,  the type of opinion  that might be  rendered  on the
Company's  financial  statements  or  any  accounting,   auditing  or  financial
reporting issue.

     Form 8-K  disclosing  this change in auditors was filed with the Securities
and Exchange Commission on December 5, 2002. Form 8-K disclosing the acquisition
of Look Models  International,  Inc. was filed with the  Securities and Exchange
Commission on December 5, 2002.

                                       33

<PAGE>


                                    PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

     As of  December  31,  2002,  Kingsgate's  officers  and  directors  were as
follows:

Name                                  Age             Position

Wolfgang Schwarz                       52             President, Treasurer
Passauerplatz  #1                                     and a Director
Vienna 1010,  Austria

Uli Petzold                            42             Secretary and a
Passauerplatz  #1                                     Director
Vienna 1010,  Austria

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

     Wolfgang Schwarz, 51 - Chief Executive Officer, President,  Chairman of the
Board and Treasurer of Look Models and its  subsidiaries  since their inception:
Mr. Schwarz is an Austrian entrepreneur and of Kingsgate from September 6, 2002.
He will  serve a five year  term.  In 1974,  after a short  modeling  and acting
career, he founded a modeling agency called "The Girls and Boys" in Austria. The
Girls and Boys thereafter expanded its business activities to Germany. The Girls
and Boys is solely owned by Mr.  Schwarz.  While it still  exists,  it no longer
conducts operations. 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.  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 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.

     Uli Petzold, 42, Director and Creative Director from September 6, 2002 (the
date of the  merger)  and will serve a five year term.  Mr.  Petzold was born in
Frankfurt  Germany  and  moved to  Nuremberg  after  finishing  his high  school
education  and  obtaining  his Abitur (an extra  educational  degree  indicating
distinction  from a  German  or  Austrian  university).  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,  a top floor
studio,  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 March 1991 to July 1993, he headed the
international  Trendtables as official trend advisor for prestigious  trade fair
Interstoff in Frankfurt.

                                       34

<PAGE>

     Since January 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 this
business. From February 1996 to September 1997, he was asked by Mercedes Benz AG
to design and develop a new corporate  showroom  interior.  By the November 1997
the first two  branches  were opened in Germany.  The design was licensed by Uli
Petzold to implement  the concept  worldwide.  In July 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 New York, N.Y. Some of Mr. Petzold's  clients
include Mercedes Benz,  Germany,  Procter & Gamble / Cosmetic Division,  London,
Dolce & Gabbana /  EuroItalia,  Sahra Lee,  London and Sanyo  Fischer  Vertriebs
GmbH.


Item 10.  EXECUTIVE COMPENSATION

     Wolfgang  Schwarz has a renewable five year employment  agreement with Look
Models dated June,  2000.  He is paid a yearly  salary of $350,000  ($200,000 in
2001).  Mr.  Schwarz  agreed to forego his  salary of  $200,000  in 2002.  As of
December 31, 2002, the 2002 loss includes  $200,000 of non-cash  foregone salary
imputed to Mr.  Schwarz.  Mr.  Schwarz  has made a firm  commitment  to fund the
operating  expenses  for 2003 and to forego  salary in 2003  until  such time as
profitable  operations,  capital raised from redemption of outstanding warrants,
or future equity transactions  provide Look Models the ability to pay his salary
in  accordance  with  his  employment  agreement.  The  determination  as to the
appropriate  time to  re-incur  his  salary  will be made in good  faith  by Mr.
Schwarz and the board of directors. In the meantime, his salary shall accrue. As
of March 31, 2003, Mr. Schwarz'  accrued but unpaid salary equaled  50,000.  Mr.
Schwarz has certified this  commitment to Look Models in writing.  This funding,
if necessary, will be made as an at-market interest bearing loan to Look Models.
Mr. Wolfgang Schwarz,  has committed to provide a minimum of $200,000 additional
funding in 2003 if required to support  operations.  Mr. Schwarz has also listed
for sale a real estate  investment and has committed to utilize the net proceeds
from the sale, estimated to be $615,000, to support 2003 activities as required.

     Mr. Schwarz' employment  agreement contained a provision stating that if $5
million  dollars was not raised by March 2001, he could  terminate his agreement
with twenty days notice. Mr. Schwarz has waived this right. Thus, this provision
is not enforceable.

                                       35

<PAGE>



     The following  table sets forth  information  concerning  compensation  for
services rendered to Look Models by its President and by its executive officers.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation


                                   Restricted  Securities
Name and                               Other Annual     Stock     Underlying  LTIP       All
Principal    Year   Salary    Bonus    Compensation    Award(s)    Options   Payout     Other
Position             ($)       ($)        ($)             ($)      /SARs (#)  ($)     Compensation
----------   ----    ----      ------   ----------     ---------   ----------   ----  -------------
<S>          <C>     <C>       <C>       <C>            <C>        <C>        <C>      <C>


Look Models Officers and directors


Wolfgang(1)(2)
Schwarz,       2002    -0-       -0-        -0-           -0-        -0-        -0-         -0-
Chairman of
The Board,
President,
Treasurer      2001    200,000   -0-        -0-           -0-        -0-        -0-         -0-
Director       2000    350,000   -0-        -0-           -0-        -0-        -0-         -0-

Uli
Petzold,       2002    -0-       -0-        -0-           -0-        -0-        -0-         -0-
Secretary      2001    -0-       -0-        -0-           250,000    -0-        -0-         -0-
Director       2000    -0-       -0-        -0-           -0-        -0-        -0-         -0-


</TABLE>


(1)  Mr. Schwarz agreed to forego his salary of $200,000 in 2002. As of December
     31,  2002,  the 2002 loss  includes  $200,000 of non-cash  foregone  salary
     imputed to Mr. Schwarz.  Mr. Schwarz has made a firm commitment to fund the
     operating expenses for 2003 and to forego salary in 2003 until such time as
     profitable  operations,  capital  raised  from  redemption  of  outstanding
     warrants,  or future equity transactions provide Look Models the ability to
     pay his salary in accordance with his employment agreement.


(2)  Mr. Schwarz may terminate his employment  with 60 days written  notice.  In
     the event he raises  $5,000,000,  he may terminate his  employment  with 20
     days notice.


     No Board of Directors' fees have been paid.

     Additional Employee Benefits: Employees are provided health insurance.

                                       36

<PAGE>


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table on the following  page sets forth certain  information  regarding
the  beneficial  ownership  of our  common  stock as of the date of this  annual
report, and as adjusted to reflect the acquisition of Look Models. As 10,500,000
shares of our common  stock have been  issued to Look Models  shareholders,  and
1,000,000 shares of founder's stock has been transferred to them, they initially
received that number of shares equal to 92% of  Kingsgate.  For purposes of this
table, we have included the holdings of:

     +    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.


                        Shares of Common
  Name/Address          Stock Beneficially Owned
  Beneficial        before sale of 3,000,000 shares           Class
                            In this Offering                  Owned

Wolfgang Schwarz (1)(2)
Passauerplatz #1,                 8,000,000                  64%
Vienna 1010, Austria

Nautilus Management (3)
Consulting GmbH
Gloriettegasse 29
1130 Wien
Austria                            1,600,000                 12.8%

AktienInvestor.com (3)
Consulting GmbH
Gloriettegasse 29
1130 Wien
Austria                               400,000                 3.2%

Ulrich Petzold
1410 West 24th Street
Miami, FL  33140-4523                 250,000                 2.0%

Total Officers and Directors       10,250,000                66.0%
(2 Persons after acquisition)


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


(2)  Mr. Wolfgang Schwarz owns 5,000,000  through Netizen,  a Bahamian  business
     organization  located at Goodman's Bay,  Corporate Centre,  West Bay Street
     and Sea View Drive, P.O. Box CB-10976,  Nassau,  Bahamas. He owns 2,000,000
     shares through Monti Fiduciaria S.A., Via Laizzari 2a,6(degree), Piano 6900
     Lugano, Switzerland. He received 1,000,000 shares pursuant to the Kingsgate
     merger.

(3)  Mr.  Thomas  Roeggla is the control  person of Nautilus  Management  and of
     AktienInvestor.com.

     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.


                                       37

<PAGE>

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  September  6, 2002,  we acquired  Look Models  International,  Inc. All
issued and outstanding shares of common stock of Look Models are being 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  92% of the combined entity and 74.2% of the combined entity
assuming all 3,000,000 shares are sold pursuant to this offering.


     In November 2002, Mr. Schwarz  negotiated a deal to purchase  Munich Models
GmbH, a German model agency. This contract was subsequently terminated.

     Advances payable,  related party, represent amounts advanced to Look Models
by its president and principal shareholder.  The advances are unsecured, payable
on demand and do not bear  interest.  At December 31, 2002 and 2001 such amounts
were $892,121 and $812,911,  respectively.  As of November 1, 2002,  Mr. Schwarz
has made advances of $850,000 to Look Models.  Look Models' president,  Wolfgang
Schwarz, has agreed to postpone his claim for amounts owed to him by the company
through 2002,  or until funds are acquired  through  redemption  of  outstanding
warrants, future equity transactions or profitable operations which will provide
the means for repayment.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 99.1  Form 906 Certification

         Reports on Form 8-K

     Form 8-K  disclosing a change in auditors was filed with the Securities and
Exchange  Commission on December 5, 2002. Form 8-K disclosing the acquisition of
Look Models  International,  Inc.  was filed with the  Securities  and  Exchange
Commission on December 5, 2002.

                                       38

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.




/s/Wolfgang Schwarz
--------------------------                      Dated: April 15, 2003
Wolfgang Schwarz
President, Director

/s/Uli Petzold
--------------------------                      Dated: April 15, 2003
Uli Petzold
Secretary, Director














                                       39


<PAGE>




        CERTIFICATION PERSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES
           EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002


     I, Wolfgang Schwarz, certify that:

1.   I  have   reviewed   this  annual   report  on  Form  10-KSB  of  Kingsgate
     Acquisitions, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;


     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and


     c)   Presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


                                       40

<PAGE>

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.




Date:  April 15, 2003

                                            /s/  Wolfgang Schwarz

                                            Principal Executive Officer,
                                            Principal Financial Officer,
                                            Principal Accounting Officer



<PAGE>




                                                            EXHIBIT   99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Kingsgate  Acquisitions,  Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Wolfgang  Schwarz,  President,  Chief  Executive  Officer,  and Chief  Financial
Officer  certify,  pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 12(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company, as of, and for the periods presented in the Report.


                                            /s/ Wolfgang Schwarz

                                            Principal Executive Officer,
                                            Principal Financial Officer,
                                            Principal Accounting Officer

                                            April 15, 2003



     A signed  original of this  written  statement  required by Section 906 has
been provided to Kingsgate Acquisitions,  Inc. and will be retained by Kingsgate
Acquisitions,  Inc. and furnished to the Securities  and Exchange  Commission or
its staff upon request.


<PAGE>