SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

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

For the fiscal year ended December 31, 2001

Commission File Number 333-91485

                          Kingsgate Acquisitions, 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 No X
----- ----


     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. 0

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant is $10.

     As of December 31, 2001 there were 2,000,000  shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.


<PAGE>


                              Kingsgate Acquisitions, Inc.
                                     10-KSB
                                December 31, 2001
                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

     Kingsgate  Acquisitions,  Inc. was organized under the laws of the State of
Delaware on September  28, 1999.  Kingsgate  was formed as a vehicle to pursue a
Business  Combination.  Since  inception,  the primary activity of Kingsgate has
been  directed to  organizational  efforts,  obtaining  initial  financing,  and
efforts intended to identify possible Business Combinations.

     Kingsgate's  initial public offering  comprised  1,000,000 shares of common
stock at a purchase price of $.10 per share.

     Kingsgate was organized for the purposes of creating a corporate vehicle to
seek,  investigate  and, if such  investigation  warrants,  engaging in business
combinations  presented  to it by persons or firms who or which desire to employ
Kingsgate's  funds in their  business  or to seek the  perceived  advantages  of
publicly-held  corporation.  Kingsgate's principal business objective is to seek
long-term growth potential in a business combination venture rather than to seek
immediate,  short-term earnings.  Kingsgate has not restricted its search to any
specific business, industry or geographical location.

     Kingsgate  had 18 months from its date of  effectiveness  to  consummate  a
business  combination,  including the filing of a  post-effective  amendment and
shareholder  reconfirmation  offering. If a consummated business combination has
not  occurred  by the date 18 months  after the  effective  date of the  initial
registration  statement,  the funds held in escrow  shall be  returned  by first
class mail to the purchasers within five (5) business days following that date.


     As of  December  31,  2001,  Kingsgate  did  not  engage  in  any  business
activities which provide any cash flow. The costs of identifying, investigating,
and  analyzing  merger  candidates  are  being  paid with  money in  Kingsgate's
treasury.  Persons who purchased  shares in Kingsgate's  initial public offering
and other  shareholders  have not had much  opportunity to participate in any of
these decisions.  Kingsgate's  proposed  business is sometimes  referred to as a
"blank check"  company  because  investors  entrust their  investment  monies to
Kingsgate's  management before they have a chance to analyze any ultimate use to
which their money may be put.  Substantially  all of Kingsgate's  initial public
offering are intended to be utilized generally to effect a business combination.
Rule 419 states that prospective  investors who invest in Kingsgate will have an
opportunity  to  evaluate  the  specific  merits  or risks of only the  business
combination management decides to enter into.

     Although  Kingsgate is subject to regulation  under the  Securities  Act of
1933 and the Securities  Exchange Act of 1934,  management believes Kingsgate is
not  subject  to  regulation  under  the  Investment  Company  Act of 1940.  The
regulatory scope of the Investment Company Act of 1940, as amended,  was enacted
principally  for the purpose of regulatory  vehicles for pooled  investments  in
securities,  extends  generally  to  companies  primarily  in  the  business  of
investing,  reinvesting,  owning, holding or trading securities.  The Investment
Company Act may,  however,  also be deemed to be  applicable  to a company which
does  not  intend  to be  characterized  as an  investment  company  but  which,
nevertheless,  engages  in  activities  which may be  deemed  to be  within  the
definition  of the scope of certain  provisions of the  Investment  Company Act.
Kingsgate  believes  that  its  principle  activities  will  not  subject  it to
regulation  under the  Investment  Company  Act.  Nevertheless,  there can be no
assurances that Kingsgate will not be deemed to be an Investment Company. In the
event Kingsgate is deemed to be an Investment Company,  Kingsgate may be subject
to  certain   restrictions   relating  to  Kingsgate's   activities,   including
restrictions  on the nature of its  investments  and the issuance of securities.
Kingsgate has obtained no formal  determination from the Securities and Exchange
Commission  as to the status of Kingsgate  under the  Investment  Company Act of
1940.

                                        1
<PAGE>




        Kingsgate presently has no employees.

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

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

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

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

     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 completed  our  acquisition  of
Look Models on September 6, 2002,  prior to the submission of this  registration
statement. Our acquisition provided the following:

     o    All issued and  outstanding  shares of common stock of Look Models was
          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 transfered 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  transfer  125,000
          shares of their  founders'  stock to him. Jack  Rubinstein will act as
          advisor  to the  company in respect to  locating  key  executives  and
          strategic  alliances as well as in the provision of product  marketing
          advice.  The founders will transfer  125,000 shares of their founders'
          stock to him. Mr.  Richard Cohen will act as an advisor to the company
          in connection with the management and marketing  expertise gained from
          his business  experience,  including but not limited to his service as
          the former president of General Media, Inc. The founders will transfer
          125,000 shares of their founders' stock to him.



                                        2
<PAGE>


         Look Models, along with its wholly-owned subsidiaries, operate

          o    a modeling agency,

          o    a talent scout and talent development business,

          o    a promotional event management and event licensing business, and

          o    a  product  design  and  distribution  business.  Look  Models is
               currently  designing a line of cosmetic  products,  aromatherapy,
               clothing,  lingerie and accessories  under the brand names "Look"
               and "Catwalk"  aimed at the young female market  worldwide.  Look
               Models has begun  distribution  perfume,  eau de  toilette,  body
               milk,  body  splash  and  perfume  towelettes.   Look  Models  is
               currently  designing  clothing and  accessories  lines as well as
               fragrance  and  aromatherapy  lines,  including  bath oil pearls,
               cream and scent candles.

Employees

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

Facilities

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


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.

                                        3
<PAGE>

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 September 13, 2002,  there were 2,000,000  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.


Item 6.  PLAN OF OPERATION

     Kingsgate  does not  currently  engage  in any  business  activities  which
provide any cash flow. The costs of  identifying,  investigating,  and analyzing
business combinations are being paid with money in Kingsgate's treasury, and not
with proceeds received from Kingsgate's initial public offering.

     Kingsgate may seek a business  combination  in the form of firms which have
recently commenced  operations,  are developing  companies in need of additional
funds for expansion  into new products or markets,  are seeking to develop a new
product or service,  or are  established  businesses  which may be  experiencing
financial or operating  difficulties  and are in need of additional  capital.  A
business  combination  may involve the acquisition of, or merger with, a company
which  does not  need  substantial  additional  capital  but  which  desires  to
establish a public  trading  market for its shares,  while  avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays,  significant  expense,  loss of voting control and compliance  with
various Federal and State securities laws.


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

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

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

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



                                        4
<PAGE>

     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 completed  our  acquisition  of
Look Models on September 6, 2002,  prior to the submission of this  registration
statement.

     On  September  6, 2002,  we acquired  Look Models  International,  Inc.,  a
Delaware  corporation.  Look Models,  along with its wholly-owned  subsidiaries,
operates that through its wholly-owned subsidiaries, operates a model agency, an
event marketing,  licensing and sponsorship business,  and a product development
and distributor  business that  manufactures and distributes a line of cosmetics
and other related products both in the retail and wholesale sectors.

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

                                        5
<PAGE>



                          KINGSGATE ACQUISITIONS, INC.

                        ( A development stage company)

INDEX TO FINANCIAL STATEMENTS

                                                                      Page

REPORT OF INDEPENDENT AUDITORS                                         F-2

FINANCIAL STATEMENTS

        Balance Sheets                                                 F-3

        Statements of Operations                                       F-4

        Statement of Changes
        in Stockholder's Equity                                        F-5

        Statements of Cash Flows                                       F-6

        NOTES TO FINANCIAL STATEMENTS                      F-7 Through F-11

                                       F-1

<PAGE>


                          REPORT OF INDEPENDENT AUDITOR



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

     I have audited the  accompanying  balance sheet of Kingsgate  Acquisitions,
Inc. (a  development  stage  company) as of December 31,  2001,  and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the period from inception, September 28, 1999, through December 31, 2000 and for
the  year  ended  December  31,  2001.   These  financial   statements  are  the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

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

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of Kingsgate Acquisitions, Inc.
(a  development  stage  company)  as of  December  31,  2001,  and  the  related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the period from inception, September 28, 1999, through December 31, 2000 And for
the year end December 31, 2001 in conformity with generally accepted  accounting
principles.

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



                                /s/Thomas Monahan
                                 ----------------------------
                                 THOMAS MONAHAN
                                 Certified Public Accountant

Paterson, New Jersey
July 15, 2002

                                       F-2
<PAGE>



                          KINGSGATE ACQUISITIONS, INC.
                          (A development stage company)
                                  BALANCE SHEET


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

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



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



LIABILITIES AND STOCKHOLDERS' EQUITY

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


Redeemable Common Stock                                  100,000

STOCKHOLDERS' EQUITY

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

  Common stock, $.001 par value;
  50,000,000 shares authorized;
  At December 31, 2001 there were 2,000,000
  shares issued and outstanding respctively.               2,000

  Additional paid-in capital                               6,215

  Deficit accumulated during the
  development stage                                      (16,848)
                                                       ---------
     Total stockholders equity                           (8,633)
                                                       ---------
     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                           $  91,867
                                                       =========


                      See notes to financial statements.

                                       F-3
<PAGE>


                          KINGSGATE ACQUISITIONS, INC.
                          (A development stage company)
                             STATEMENT OF OPERATIONS


                                   For the      For the     For the period
                                 Year ended    year ended   from inception
                                 December 31,  December 31, September 28,1999
                                     2000          2001     to December 31, 2001
                                 ----------      ---------  -------------------


Income                             $   -0-      $   -0-       $    -0-

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

Gross profit                           -0-          -0-

Operations:
 General and administrative          1,708       17,021         19,414
 Depreciation and Amortization         -0-         -0-           -0-
                                     ------     -------         -------

Total costs                          1,708       17,021         19,414

Other income
  Interest income                      888        1,656
                                     ------      -------
Total other income                     888        1,656          2,566


Net profit (loss)                   $ (820)    $(15,365)     $ (16,848)
                                    =======    ========      ==========



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


SHARES OF COMMON STOCK
OUTSTANDING                       2,000,000 2,000,000
                                 ========== =========







                       See notes to financial statements.


                                       F-4
<PAGE>


                          KINGSGATE ACQUISITIONS, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS

                                     For the       For the       For the period
                                   Year ended     year ended     from inception
                                  December 31,   December 31, September 28,1999
                                     2000           2001    to December 31, 2001
                                   -----------    ---------- -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                            $(820)        $(15,365)      $  (16,848)
  Item not affecting cash flow
       from operations:
    Amortization                        -0-           -0-                -0-

    Accrued expenses                    -0-           -0-                 500
                                      -----         -------           -------
NET CASH USED IN OPERATING ACTIVITIES  (820)        (15,365)          (16,348)

CASH FLOWS FROM INVESTING ACTIVITY:
  Deferred offering costs                                             (11,785)
                                                                      -------
TOTAL CASH FLOWS FROM INVESTING
 ACTIVITIES                                                           (11,785)

CASH FLOWS FROM FINANCING ACTIVITY:
  Sales of redeemable
   common stock                      100,000                         100,000
 Sale of common stock                                                 20,000
                                   ---------                         -------
TOTAL CASH FLOWS FROM
FINANCING ACTIVITIES                100,000                          120,000

Increase (decrease) in cash          99,180           (15,365)        91,867
Cash balance beginning of period      8,052           107,232           -0-
                                     ------            -------        -------
CASH, end of period                $107,232           $ 91,867       $91,867

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




                      See notes to financial statements.



                                       F-5

<PAGE>






<TABLE>
<CAPTION>


                          KINGSGATE ACQUISITIONS, INC.
                          (A development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY


                                                                              Deficit
                                                                            accumulated
                                                          Additional           during
                    Preferred   Preferred    Common    Common    paid in    development
                      stock       stock       stock     stock    capital       stage         Total
                     (shares)      ($)      (shares)     ($)      ($)          ($)            ($)
----------------------------------------------------------------------------------------------------
<S>                 <C>          <C>        <C>        <C>       <C>         <C>             <C>
Sale of 2,000,000
shares of
common stock              0      $    0    2,000,000   $  2,000    $ 18,000               $ 20,000

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



Write off of deferred
offering expenses                                                   (11,785)               (11,785)

Net income (loss)                                                                 (820)       (820)
----------------------------------------------------------------------------------------------------
Balances
December 31, 2000         0      $    0    2,000,000   $  2,000      $6,215   $ (1,483)    $  6,732

Net income (loss)                                                                (15,365)   (15,365)
----------------------------------------------------------------------------------------------------
Balance
December 31, 2001        0      $    0    2,000,000   $  2,000      $ 6,215   $(16,848)   $ (8,633)



</TABLE>

                       See notes to financial statements.


                                       F-6
<PAGE>



                          KINGSGATE ACQUISITIONS, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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


Deferred Offering Costs

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

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

Organization Costs, Net

     Organization costs are being charged to operations.


                                       F-7


<PAGE>


Income Taxes

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

Use of Estimates

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

Significant Concentration of Credit Risk

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


NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock

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

Preferred Stock

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

                                       F-8
<PAGE>


     The number of shares of preferred  stock  outstanding  at December 31, 2000
and December 31, 2001 is $-0-.

NOTE 4 - REDEEMABLE COMMON STOCK


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

     In July, 2000, the Company  completed an offering for the sale of 1,000,000
units at $.10 per unit or an aggregate  offering price of $100,000.  The Company
filed a  registration  statement  with the  Securities  and Exchange  Commission
pursuant  to  Rule  419.  The  offering  was  conducted  ,  on a  "best  efforts
all-or-none  basis"  and  consisted  of  1,000,000  units at $.10 per unit or an
aggregate offering price of $100,000.  Each unit consists of one share of common
stock and five  redeemable  common  stock  purchase  warrants.  Each  warrant is
exercisable  at $1.00  for a period of two years  from the  effective  date of a
registration  statement  relating to the underlying  shares of common stock. The
warrants are redeemable at any time,  upon thirty day's written  notice,  in the
event the  average  closing  price of the common  stock is at least  $1.25 for a
period of twenty  consecutive  trading days ending  within ten days prior to the
notice of redemption.

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



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

     Net gain  (loss)  per share of common  stock  outstanding,  as shown on the
statement of  operations,  is based on the number of shares  outstanding at each
balance sheet date.  Weighted average shares  outstanding was not computed since
it would not be meaningful in the circumstances, as all shares issued during the
period from  incorporation  through  December 31, 2001 were for initial capital.
Therefore,  the total shares outstanding at the end of each period was deemed to
be the most relevant number of shares to use for purposes of this disclosure.

     For future periods,  the Company will utilize the treasury stock method for
computing  earnings  per share,  and will compute a weighted  average  number of
shares   outstanding  once  additional   shares  of  stock  are  issued  to  new
stockholders.   Under  the  treasury  stock  method,   the  dilutive  effect  of
outstanding  stock  options and other  convertible  securities  for  determining
primary earnings per share is computed using the average market price during the
fiscal  period,  whereas the dilutive  effect of  outstanding  stock options and
convertible  securities  for  determining  fully  diluted  earnings per share is
computed using the market price as of the end of the fiscal  period,  if greater
than the average market price.



                                       F-9
<PAGE>



NOTE 6 - RELATED PARTY TRANSACTIONS

Office Facilities

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

Officer Salaries

     For the year ended  December  31, 2000 and 2001,  no officer has received a
salary in excess of  $100,000  and no officer  will  receive a salary  until the
consummation of an acquisition.



NOTE 7 - RECONFIRMATION OFFER

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

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

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



                                      F-10
<PAGE>



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

Not Applicable.

                                    PART III

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


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

                                   MANAGEMENT

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


    Name                              Age                   Position

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

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


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

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


     Mr.  Magnusson has been President,  Treasurer and a director in our company
since its  inception.  Mr.  Magnusson  will resign from all  positions  with our
company upon the completion of the merger with Look Models.  Mr.  Magnusson is a
chartered accountant.  In 2000, Mr. Magnusson became chief financial officer and
secretary  of CST  Coldswitch  Technologies  Inc.,  a Vancouver - based  private
technology  company  developing  platform photonic fiber optic technology.  From
1998 to 2000,  Mr  Magnusson  engaged in  corporate  finance  consultation  as a
chartered  accountant.  From  1996 to  1998,  he was  vice-president,  corporate
development,  chief  financial  officer and  director of Patricia  Mines Inc., a
Toronto - based mining  company,  listed on the Vancouver  Stock  Exchange,  the
major asset of which was the Island Gold Project  located  near Hemlo,  Ontario.
From 1994 to 1995,  Mr.  Magnusson  was a  principal  of ADX  Trading  Group,  a
financial  derivative and stock trading  enterprise.  That company's  activities
included  trading  futures,  options  on futures  and  stocks and stock  trading
together with system design,  testing and implementation for other parties. From
1985 to 1993, he was chief financial officer,  secretary/treasurer  and director
of Dayton Mines Inc.,  based in Vancouver,  British  Columbia and listed on both
the Toronto Stock Exchange and American Stock Exchange.  Dayton Mines operated a
mine in Chile that produced 140,000 ounces of gold per year.


                                   6

<PAGE>


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


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


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

     Upon consummation of the acquisition of Look Models,  both Barney Magnusson
and Leslie McGuffin resigned from Kingsgate's board of directors.

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


    Name                              Age                   Position

Wolfgang Schwarz(1)(2)                 49             President, Treasurer
Passauerplatz  #1                                     and a Director
Vienna 1010,  Austria

Uli Petzold(1)(2)                      41             Secretary and a
Passauerplatz  #1                                     Director
Vienna 1010,  Austria





                                        7
<PAGE>


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

     Wolfgang Schwarz, 49 - Chief Executive Officer, President,  Chairman of the
Board and Treasurer of Look Models and its  subsidiaries  since their inception:
Mr.  Schwarz is an Austrian  entrepreneur.  In 1974,  after a short modeling and
acting  career,  he founded a  modeling  agency  called  "The Girls and Boys" in
Austria,  where it commanded a 75% share of the local market. The Girls and Boys
thereafter  expanded its business  activities to Germany.  In 1979,  Mr. Schwarz
launched a series of European  contests  for models  using the name "The face of
the 80's".  In 1986 he  started  the Look of the Year  contest  in  Austria  and
Hungary, and achieved considerable success with that concept. In 1986, he formed
an   Austrian   company   under   the   name   Wolfgang   Schwarz   Sport-   und
Kultwveranstaltungen  GmbH, Vienna.  This company later changed its name to Look
Eventmanagement  GmbH,  and is now a  wholly  owned  subsidiary  of Look  Models
International.  In 1987,  Mr.  Schwarz  established  the first eastern  European
modeling  agency in  Hungary  using the name "The  Girls and  Boys",  which also
became a market leader.  In 1989, Mr. Schwarz and John  Casablancas of the Elite
Modeling  Agency in New York,  one of the leading  model  agencies in the world,
agreed to develop the Look of the Year  contest in 15  countries  in Central and
Eastern  Europe.  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,  41,  Director  and  Creative  Director was born in Frankfurt
Germany and moved to Nuremberg  after  finishing  his high school  education and
obtaining his Abitur.  There he completed an  apprenticeship as a furrier in the
studios of Marco International.  By 1982 he was designing furs for Ansel & Ansel
in Montreal Canada. After Montreal,  New York and Tokyo, he accepted a call from
Balenciaga  Paris to head the fur  division  under the then  director of Karl G.
Kunert. The two formed a team,  creating  collections that were very successful,
first and foremost in Japan and the United States. At the age of 27, Uli Petzold
opened an  atelier,  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 1991 to
1993,  he headed the  international  Trendtables  as official  trend advisor for
prestigious trade fair Interstoff in Frankfurt.

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


                                        8
<PAGE>



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. Mr. Schwarz has
agreed to fund 25% of the operating  expenses for 2002,  and to forego salary in
2002 until such time as profitable operations, capital raised from redemption of
outstanding  warrants,  or future  equity  transactions  provide the Company the
ability to incur his salary in accordance with his employment agreement.

     The following  table sets forth  information  concerning  compensation  for
services rendered to Pipeline 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>

Kingsgate Officers and Directors who will resign upon merger

Barney
Magnusson,    2002     -0-       -0-        -0-           -0-        -0-          -0-         -0-
President,    2001     -0-       -0-        -0-           -0-        -0-          -0-         -0-
Treasurer,    2000     -0-       -0-        -0-           -0-        -0-          -0-         -0-
Director

Leslie
McGuffin,      2002    -0-       -0-        -0-           -0-        -0-          -0-         -0-
Secretary      2001    -0-       -0-        -0-           -0-        -0-          -0-         -0-
Director       2000    -0-       -0-        -0-           -0-        -0-          -0-         -0-

Look Models Officers and directors

Wolfgang(1)(2)
Schwarz,       2002    -0-       -0-        -0-           -0-        -0-          -0-         -0-
Chairman of
The Board,
President,
Treasurer      2001    350,000   -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 has agreed to fund 25% of the operating expenses for 2002,
          and to forego salary in 2002 until such time as profitable operations,
          capital  raised from  redemption of  outstanding  warrants,  or future
          equity  transactions  provide  our  company  the  ability to incur 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.



                                        9
<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 the  prospectus,
and as adjusted to reflect the acquisition of Look Models.  As 10,500,000 shares
of our common stock will be issued to Look Models  shareholders,  and  1,000,000
shares of  founder's  stock will be  transferred  to them,  they will  initially
receive that number of shares equal to 92% of Kingsgate,  or 85.2%  assuming all
1,000,000 shares are sold pursuant to this offering.  Thus, for purposes of this
table, we have reflected the completion of the Look Models business  combination
and  assume  the  sale of the  entire  1,000,000  units  sold  pursuant  to this
offering, totaling 13,500,000 shares outstanding.


     +    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.

<TABLE>
<CAPTION>
                            Shares of Common
  Name/Address          Stock Beneficially Owned
  Beneficial        After Look Models Acquisition     Percent of
  Owner                  and sale of 1,000,000 shares        Class
                            In this Offering                 Owned

<S>                    <C>                                 <C>
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)
</TABLE>
                                                                              50


<PAGE>


(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 a control  person of Nautilus  Management and Atkien
     Investor.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.



                                       10
<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        See Item 6.

                                   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: February 10, 2003
Wolfgang Schwarz
President, Director

/s/Uli Petzold
--------------------------                      Dated: February 10, 2003
Uli Petzold
Secretary, Director