As Filed with the Securities and Exchange Commission on September _____,1999
Registration No. 333-05188-A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WIN-GATE EQUITY GROUP, INC.
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(Name of small business issuer in its charter)
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<S> <C> <C>
FLORIDA 6770 65-0669842
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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2808 N. Federal Highway, Fort Lauderdale, Florida 33306 (954) 561-9766
(Address and telephone number of principal executive offices)
2808 N. Federal Highway, Fort Lauderdale, Florida 33306
(Address of principal place of business or intended principal place of business)
Roman Fisher
WIN-GATE EQUITY GROUP, INC.
2808 N. Federal Highway
Fort Lauderdale, FL 33306
(954) 561-9766
(Name, address and telephone number of agent for service)
With a copy to:
Roxanne K. Beilly, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 763-1200
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Win-Gate Equity Group, Inc. (the "Company") hereby amends its
Registration Statement on Form SB-2 by filing this Post-Effective Amendment No.
2.
DE-REGISTRATION OF SECURITIES
Pursuant to the Company's Registration Statement, which became
effective with the Securities and Exchange Commission on October 10, 1997,
100,000 units (the "Units"), each unit consisting of one (1) share of Common
Stock, par value $.001 per share and ten (10) Common Stock Purchase Warrants,
were registered under the Securities Act of 1933, as amended (the "Offering").
In April 1998, the Company sold an aggregate of 64,000 Units to 20 investors for
aggregate proceeds of $64,000. Pursuant to the terms and conditions of the
Offering, the Units and proceeds therefor (the "Funds") were deposited in an
escrow account pending the Company complying with the requirements of Rule 419
by April 10, 1999. As of April 10, 1999, the Company was unable to comply with
the requirements of Rule 419. Accordingly, the Units were promptly returned to
the Company and the Funds were promptly returned to the investors by certified
first class mail without interest. Pursuant to the Company's undertaking
included in the Registration Statement, the Company hereby de-registers 100,000
Units, 100,000 shares of Common Stock, 100,000 Common Stock Purchase Warrants
and 1,000,000 shares of Common Stock issuable upon exercise of the Common Stock
Purchase Warrants.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing Amendment No. 2 to Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Ft. Lauderdale, State of Florida, on this 3rd day of September, 1999.
WIN-GATE EQUITY GROUP, INC.
By: /s/ Roman Fisher
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Roman Fisher, President,
Chief Executive Officer, Director
In accordance with the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement on Form SB-2 has been signed by the
following person in the capacities and on the date indicated.
Signatures Title Date
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President, Chief
Executive Officer and
/s/ Roman Fisher Director September 3, 1999
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Roman Fisher
