WIN GATE EQUITY GROUP INC
10QSB, 2000-11-20
BLANK CHECKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

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

               For the quarterly period ended September 30, 2000
                               -------------

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to __________

                         Commission file number 0-23199
                                                -------

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

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

            100 No. Biscayne Boulevard, 25th Floor, Miami, Florida 33132
             -------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 371-3300
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)

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

Yes        No  X
   ------    ------

At September 30, 2000 there were 19,136,702 shares of the issuer's Common Stock
outstanding.

         Transitional Small Business Disclosure Format (check one):

Yes        No   X
   ------    -------

<PAGE>

                  WIN-GATE EQUITY GROUP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                            PAGE NUMBER
                                                                                            -----------
<S>                                                                                         <C>
PART I -  FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of
3                  September 30, 2000 (unaudited) and March 31, 2000

                  UnauditedConsolidated Statements of Operations for the six
                           months and the three months ended September 30, 2000
                           and 1999

4                          Unaudited Consolidated Statements of Cash Flows for the
                  six months ended September 30, 2000 and 1999
5

                  Notes to Consolidated Financial Statements

6

Item 2.           Management's Plan of Operation

7

PART II -  OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

15

                  SIGNATURES
17

EXHIBIT 27.1
</TABLE>

                                        2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has experienced a net loss
of $4,861,063 for the year ended March 31, 2000 and a net loss of $8,047,182 for
the six months ended September 30, 2000. The Company used cash of $1,775,837 in
its operations for the year ended March 31, 2000. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Plan of
Operation. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                  Win-Gate Equity Group, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                September 30, 2000 (Unaudited) and March 31, 2000

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                   September 30,   March 31,
                                                                                       2000          2000
                                                                                   ------------    ------------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>
Current assets
    Cash                                                                           $  2,453,409    $  4,055,992
    Accounts receivable, less allowance for doubtful
      accounts of $45,300 and $4,300                                                    215,206         120,250
    Prepaid expenses and other current assets                                           326,419         118,855
    Deferred loan costs, net                                                         24,236,767              --
                                                                                   ------------    ------------

               Total current assets                                                  27,231,801       4,295,097

Property and equipment, net                                                          20,681,990      10,065,869
Goodwill                                                                             12,496,902       2,070,918
Capitalized license in Columbia, net                                                  4,922,105              --
Deposits and other                                                                    1,365,549         524,442
                                                                                   ------------    ------------

               Total assets                                                        $ 66,698,347    $ 16,956,326
                                                                                   ============    ============

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
    Loans payable                                                                  $  1,576,000    $    667,000
    Accounts payable                                                                  9,316,887       3,641,057
    Capital lease obligations, current portion                                        4,025,927       1,583,814
    Customer deposits                                                                   765,922         767,406
    Accrued expenses and other current liabilities                                      779,605         614,231
                                                                                   ------------    ------------
               Total current liabilities                                             16,464,341       7,273,508

Long-term capital lease obligations, net of current portion                          15,471,068       6,072,106

Long-term note payable                                                                7,000,000              --

Convertible loans payable to bank                                                     6,000,000       5,000,000

Minority interest                                                                       749,743              --

Stockholders' equity
    Common stock, par value of $.001, 20,000,000 shares
      authorized; 19,136,702 and 18,150,702 shares issued
      and outstanding as of September 30, 2000 and
      March 31, 2000, respectively                                                       19,137          18,150
    Additional paid-in capital                                                       33,906,303       3,457,625
    Accumulated deficit                                                             (12,912,245)     (4,865,063)
                                                                                   ------------    ------------
               Total stockholders' equity (deficit)                                  21,013,195      (1,389,288)
                                                                                   ------------    ------------

               Total liabilities and stockholders' equity (deficit)                $ 66,698,347    $ 16,956,326
                                                                                   ============    ============
</TABLE>


         The accompanying notes are an integral part of this statement.

                                        3
<PAGE>

                  Win-Gate Equity Group, Inc. and Subsidiaries

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

      For the Six Months and Three Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                Six Months Ended                         Three Months Ended
                                                        ---------------------------------        ----------------------------------
                                                        September 30,       September 30,         September 30,        September 30,
                                                            2000                 1999                 2000                 1999
                                                        ------------         ------------         ------------         ------------

<S>                                                     <C>                  <C>                  <C>                  <C>
Revenue                                                 $  1,540,822         $         --         $  1,003,542         $         --

Expenses
    Cost of sales                                          2,512,661                   --            1,411,241                   --
    General and
      administrative                                       4,665,365               25,683            2,731,078               25,683
    Depreciation and
      amortization                                         1,367,055                   --              878,055                   --
    Stock related expense                                         --               32,400                   --                   --
    Goodwill and intangibles
      amortization                                           236,132                   --              141,679                   --
                                                        ------------         ------------         ------------         ------------

               Operating loss                             (7,240,391)             (58,083)          (4,158,511)             (25,683)

Other income (expense)
    Amortization of deferred
      loan costs                                            (410,793)                  --             (410,793)                  --
    Interest expense, net                                   (395,998)                  --             (242,708)                  --
                                                        ------------         ------------         ------------         ------------

               Loss before
                 provision for
                 income taxes                             (8,047,182)             (58,083)          (4,812,012)             (25,683)

Income tax benefit                                                --                   --                   --                   --
                                                        ------------         ------------         ------------         ------------

               Net loss                                 $ (8,047,182)        $    (58,083)        $ (4,812,012)        $    (25,683)
                                                        ============         ============         ============         ============

Net loss per common share -
  basic and fully diluted                               $       (.44)        $       (.01)        $       (.26)        $         --
                                                        ============         ============         ============         ============

Weighted average of common
  shares outstanding                                    $ 18,147,646         $ 11,878,562         $ 18,164,591         $ 11,961,878
                                                        ============         ============         ============         ============
</TABLE>




         The accompanying notes are an integral part of this statement.

                                        4
<PAGE>

                  Win-Gate Equity Group, Inc. and Subsidiaries

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the Six Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                           Six Months Ended
                                                                     ----------------------------
                                                                     September 30,  September 30,
                                                                          2000          1999
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Cash flows from operating activities
     Net loss                                                         $(8,047,182)   $   (58,083)
     Adjustments to reconcile net loss to net cash used
       in operating activities, net of purchase
         Professional services paid for in common stock                        --         32,400
         Depreciation and amortization                                  2,013,980             --
         Provision for bad debts                                          103,440             --
         Changes in assets and liabilities
              Increase in accounts receivable                            (198,194)            --
              Increase in deposit and other                              (517,186)            --
              Increase in prepaid expenses and other current assets      (207,564)            --
              Increase in accounts payable                              2,694,173         17,876
              Decrease in accrued expenses and other liabilities         (549,638)            --
                                                                      -----------    -----------

                  Net cash used in operating activities                (4,708,171)        (7,807)
                                                                      -----------    -----------

Cash flows from investing activities
     Acquisitions of property and equipment                               (89,995)            --
     Acquisition of Interloop, net of cash acquired                     1,295,583             --
                                                                      -----------    -----------

                  Net cash provided by investing activities             1,205,588             --
                                                                      -----------    -----------

Cash flows from financing activities
     Proceeds from loan                                                 2,900,000             --
     Payment on loan                                                   (1,100,000)            --
     Proceeds from private placement                                           --        880,035
                                                                      -----------    -----------
                  Net cash provided by financing
                    activities                                          1,900,000        880,035
                                                                      -----------    -----------

Net (decrease) increase in cash                                        (1,602,583)       872,228

Cash at beginning of year                                               4,055,992             --
                                                                      -----------    -----------

Cash at end of period                                                 $ 2,453,409    $   872,228
                                                                      ===========    ===========
</TABLE>



                                                                 (continued)

                                       5

<PAGE>


                  Win-Gate Equity Group, Inc. and Subsidiaries

           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

              For the Six Months Ended September 30, 2000 and 1999

                                                          Six Months Ended
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2000            1999
                                                    -----------   --------------
Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Taxes                                      $        --   $           --
                                                    ===========   ==============
         Interest                                   $   396,000   $           --
                                                    ===========   ==============

Non-cash activity:
     For the six months ended September 30, 2000, the Company entered in the
     following non-cash transactions:

         In connection with a finder's fee, loan costs of approximately $25
         million were incurred through the selling of Company stock by the
         principal stockholder at less than fair value.

         Purchased  73.4%  of  Interloop  Americas,  Inc.  and
         Subsidiaries  for  1,000,000  shares of Company stock
         and a $7 million note payable.

         Purchased approximately $12 million of equipment using capital leases.

     For the six months ended September 30, 1999, the Company entered into
     capital leases for approximately $1 million in equipment.

         The accompanying notes are an integral part of this statement.

                                        6
<PAGE>

              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring

accruals) considered necessary for fair presentation have been included.
Generally accepted accounting standards also require management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and disclose contingent assets and
liabilities at the date of the financial statements. Significant estimates
include those made for the allowance for uncollectible accounts, and
contingencies. Actual results could differ from those estimates. Operating
results for the six months ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending March 31,
2001.

         The balance sheet at March 31, 2000 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the audited financial

statements and footnotes thereto included in the Form 10-KSB filed by the
Company for the year ended March 31, 2000.

NOTE B - OPERATIONS OF THE COMPANY

         The Company is a multinational facilities-based provider of integrated
communications services in emerging markets to U.S. based local and long
distance telecommunications operators. On behalf of such U.S. based operators,
the Company transports voice, data and broadband services to its foreign
networks. The Company currently operates nine telecommunications networks
located primarily in the United States, Caribbean and South America. In
addition, the Company maintains operating agreements that enable it to deliver
similar services in many countries throughout the world using the networks of
others.

         The Company's current and planned services include voice telephony,
Internet access, international and domestic long distance services, and resale
of satellite bandwidth. To date, the Company has primarily been engaged in
network engineering, product development, vendor selection, and initiating
market entry by means of securing strategic agreements for the development of
its international carrier business. Currently, the Company is constructing an
international carrier grade convergent Internet Protocol (IP) network to deliver
reliable, low cost connectivity to customers in its target markets. The Company
has invested in certain infrastructure for net-to-phone, unified messaging, and
interactive e-commerce services, which it expects to market within the next
twelve months. The Company has an Asynchronus Transfer Mode/Voice Over Internet
Protocol (ATM/VOIP) switching network operating in the United States and
extending to eight countries, and currently has offices in Miami, Florida, New
Jersey, and New York City.

         Effective August 18, 2000, the Company appointed Alvaro Davila Pena as
Vice President and Chief Operating Officer - Latin American Operations and a
Director of the Company. Mr. Davila was formerly a practicing attorney and is
experienced in international telecommunications regulatory matters. Mr. Davila
will be responsible for operations of the Company in the Andean Region and
throughout all of Latin America.


         On September 27, 2000, Gary D. Morgan, the Chairman of the Board of
Directors of Win-Gate sold 4,294,000 shares of Win-Gate common stock held by him
to Tremaine Trading Co., an Isle of Man company, for $42,940. The sale was a
result of an agreement by Mr. Morgan to personally pay a finder's fee in
Win-Gate common stock to Tremaine if Tremaine introduced Win-gate to an entity
that would provide Win-Gate with not less than $3.0 million in loans or equity.
Note D describes the resulting loan.

                                       7
<PAGE>

        Prior to the transaction, Mr. Morgan owned 8,294,000 shares of Win-Gate
common stock, representing approximately 45.7% of Win-Gate's outstanding common
stock, as of September 27, 2000. Following the transaction, Mr. Morgan currently
owns 4,000,000 shares of Win-Gate common stock, representing approximately 22.1%
of Win-Gate's outstanding common stock and Tremaine now owns 4,294,000 shares,
representing 23.7% of Win-Gate outstanding common stock (each as of September
27, 2000). Tremaine is now Win-Gate's largest shareholder. The Company has
recorded the difference between the market value of 4,294,000 shares and $42,490
as a deferred loan cost that is being amortized over the life of the loan.

         Pursuant to an executive employment agreement executed September 27,
2000, by an between Win-Gate Equity Group, Inc, and Kevin P. Fitzgerald, Mr.
Fitzgerald was appointed Chief Executive Officer of the Company. In addition to
his duties as Chief Executive Officer, the Company intends to nominate Mr.
Fitzgerald to the Company's Board of Directors. Mr. Fitzgerald has had extensive
telecommunications and investment banking experience and holds an M.B.A. degree
in Finance from Fordham University.

        The executive employment agreement executed by Mr. Fitzgerald terminates
on September 2, 2002 and is automatically renewable for additional one-year
terms unless either party gives the other notice of non-extension in writing at
least ninety days prior to the end of the then current term. Pursuant to such
employment agreement, Mr. Fitzgerald is to receive an annual base salary of
$300,000. The agreement also provides that Mr. Fitzgerald is entitled to receive
all normal Company benefits and reimbursement for reasonable out-of-pocket
expenses incurred in connection with Company business. Additionally, the
agreement provides for a bonus in the discretion of the Company's Board of
Directors. The agreement also provides that Mr. Fitzgerald is entitled to
receive options for up to 960,000 shares of our Common Stock, exercisable at
$5.50 per share through October 1, 2010, which options vest in 192,000
increments upon effective date of the executive employment agreement and every
six months thereafter; provided that Mr. Fitzgerald is employed as CEO pursuant
to the agreement. Any options granted at a price which is below market value at
the date of grant will be expensed in accordance with accounting rules.

        He is also subject to confidentiality, non-solicitation and
non-competition provisions. At no time may he divulge any confidential
information concerning our business or trade secrets. Additionally, during his
employment and for one year thereafter, Mr. Fitzgerald may not:

      o solicit or divert from us the telecommunications services of any person
      or entity for which we provided telecommunications services at any time
      during the period of 12 months immediately preceding the time of such
      solicitation or diversion and with whom Mr. Fitzgerald has significant
      contact, or solicit or induce any person employed by us to leave such
      employment, or

      o engage in the same line of business.

In the event of a change of control of Win-Gate (as defined in the employment
agreement), and Mr. Fitzgerald's employment is terminated, Mr. Fitzgerald will
be paid his base salary then in effect for the remaining term of the agreement
(together with such benefits as Mr. Fitzgerald would be entitled to during that
time).

Note C - ACQUISITIONS

         Pursuant to a Stock Purchase Agreement dated as of April 11, 2000,
Win-Gate acquired 2,495,636 shares of Interloop Americas Inc., a British Virgin
Islands corporation ("Interloop Americas"), representing 73.4% of the then
outstanding stock of Interloop Americas and 159,682 shares of Interloop S.A.
Nacional de Telecomunicaciones E.S.P., a Colombian corporation ("Interloop
Colombia"), representing approximately 6.0% of the then outstanding stock of
Interloop Colombia from Oriental Allied Holdings Ltd., a Bahamian corporation
("OAH"). In consideration for the shares of Interloop Americas and Interloop
Colombia,


                                        8
<PAGE>

Win-Gate issued 1.0 million shares of its common stock which had a market price
of approximately $5.75 per share at the time of issuance and a promissory note
("Note") in the principal amount of $7.0 million inclusive of interest at 12%
per year, due on or before October 31, 2001, for a total consideration of
approximately $12,750,000. The Note is secured by 761,000 shares of Interloop
Americas shares held by Win-Gate. The transaction with OAH closed on September
20, 2000.

          The Note may be prepaid at any time between April 1, 2001 to April 30,
2001. If not prepaid during that time period, OAH may convert the Note into
500,000 shares of Win-Gate common stock, or into any other class of equity
securities into which GNB Bank may convert its loan.

         Interloop Americas is a holding company which owns shares of Interloop
Colombia. Interloop Colombia is a telecommunications operator based on Bogota,
Colombia, that holds a package of licenses assigned by the Ministry of
Communications to provide fixed wireless telephony in Colombia's ten largest
cities.

         Certain acquisition disclosures required by accounting rules will be
forthcoming and may result in adjustments to the purchase accounting estimates
used to record this transaction as of September 30, 2000.

NOTE D - LOANS PAYABLE, COMMITMENTS AND CONTINGENCIES

         In July 2000, the Company executed a financing proposal to obtain
$10,000,000 for the purchase of digital local and tandem softswitch equipment
and services. The arrangement is expected to have a term of 7 years, and has an
interest rate of 11.5%. No part of this facility has been used as of November
20, 2000.

         In July 2000, the Company entered into a loan agreement whereby the
lender loaned the Company the principal amount of $900,000, plus interest at a
rate of 12% per annum. The loan proceeds are being used for working capital
needs. The loan is evidenced by an unsecured convertible promissory note due
October 27, 2000. The Company and the lender have entered into negotiations to
extend the term of the loan agreement beyond October 27, 2000.

         In July 2000, the Company received an extension on the note payable
related to the acquisition of Startcomm Corporation. The note payable was
extended from May 1, 2000 to November 30, 2000. In consideration for the
extension of the loan, the Company has issued an additional 6,000 shares of
common stock to the former ownners of Startcomm Corporation.

         In connection with a Loan Agreement (the "Loan Agreement") dated
September 27, 2000 by and among Win-Gate, Globaltron, Gary D. Morgan ("Morgan"
and along with Globaltron, the "Guarantors"), and Colpafinsa, S.A., a Panamanian
corporation ("CSA"). CSA loaned Win-Gate the principal amount of $4.0 million
plus interest at the base rate announced by Citibank N.A plus 1% (the "Loan")
and evidenced by a promissory note (the "Note") due on or before the earlier of
(i) six months from the date of the Loan or upon Win-Gate receiving $20.0
million pursuant to a Qualifying Private Placement, as defined below (the
"Maturity Date"). A Qualifying Private Placement is defined as a private
placement of Win-Gate's Common Stock or any other class of its equity securities
with a preference (as to liquidation, dividend or otherwise) to the Common Stock
of not less than $20.0 million to persons unrelated to Colpafinsa ( the
"Qualifying Private Placement") for cash consideration paid of $10 or more per
share.

          The sum of $2.0 million was loaned to Win-Gate on Septmeber 27, 2000,
an additional $500,000 will be loaned on October 13, 2000, $500,000 will be
loaned on October 30, 2000 and the remaining $1.0 million will be loaned to
Win-Gate on November 30, 2000. Morgan has pledged his 4,000,000 of his Win-Gate
common stock to CSA, which pledge is subject to a senior pledge of Morgan's
shares to GNB Bank, S.A., a Panamanian bank ("GNB Bank"). This Loan is
subordinate to the $5.0 million loan made by GNB Bank to Win-Gate, which is
guaranteed by Globaltron and evidenced by a Loan agreement dated February 29,
2000 and subsequently guaranteed by Morgan on September 27, 2000 pursuant to a
Pledge and Security Agreement.


                                       9
<PAGE>

         Of the initial $2.0 million received by Win-Gate, as assignee of
Morgan, Win-Gate repaid $1.0 million of its obligations to GNB Bank. Interest on
the Note and Loan is payable upon the Maturity Date.

NOTE E - SUBSEQUENT EVENTS

         Effective October 2, 2000, Gary D. Morgan resigned as the Chief
Executive Officer of Win-Gate and of its wholly-owned subsidiary, Globaltron
Communications Corporation ("Globaltron"). Contemporaneously, Kevin P.
Fitzgerald became the Chief Executive Officer of Win-Gate and of Globaltron
pursuant to a two year employment agreement with Win-Gate. Mr. Morgan continues
to serve as the Chairman of the Board of Directors of Win-Gate and of
Globaltron.

            In October 2ooo, the Company was informed that a definitive loan
agreement would not be presented by Gallant Capital and Finance, LLC ("Gallant")
in relation to a previous memorandum of understanding executed dated June 27,
2000 between the Company and Gallant. Under terms of the subject memorandum,
Gallant was to acquire a portion of the Lucent Technologies capital lease
portfolio, which included equipment leases pertaining to an Equipment Financing
proposal executed August 23, 1999 between the Company and Lucent Technologies.
As of September 30, 2000, the Company has received approximately $13,800,000 of
equipment related to this facility. The Company has been assured by Lucent
Technologies that the leases subject to this facility will remain in effect
while alternative proposals are determined.

             The Company announced that the 2000 annual meeting of Win-Gate
Equity Group, Inc. Shareholders will be held on November 17, 2000, at 10:00
a.m., local time, at the offices of Proskauer Rose LLP, 1585 Broadway, New York,
New York 10036-8299. The purposes of the meeting are to:

      o     Elect three directors to serve until the next annual shareholders'
            meeting,

      o     Change the corporate name from Win-Gate Equity Group, Inc. to
            Globaltron Corporation,

      o     Increase the number of shares of authorized stock from

                       -20 (twenty) million shares of Common Stock to 100 (one
                       hundred) million shares of Common Stock, and -5 (five)
                       five million shares of Preferred Stock to 20 (twenty)
                       million shares of Preferred Stock,

      o     Adopt the 2000 Win-Gate Stock Incentive Plan, and

      o     Ratify Grant Thornton LLP as Independent Certified Public
            Accountants for the Company.

             Since May, 2000, the Company has been in negotiations for the
possible acquisition of Atlas Communications, Ltd, a telecommunications carrier
that provides integrated international and domestic long distance service to
wholesale and retail customers. In October 2000, the Company decided not to
proceed with the acquisition and ended negotiations with Atlas Communications
Ltd. As a result of the determination not to proceed with the acquisition, the
Company will incur certain legal and operational expenses related to this event,
subject to offset for services provided to Atlas Communications Ltd. by the
Company. At this time, it is the opinion of management of the Company that it is
not possible to estimate what these associated fees and costs might be, with
corresponding offsets in favor of the Company, and have, accordingly, made no
provision for their inclusion into the Financial Statements of the Company for
the period ended September 30, 2000.

              In November 2000, the Company installed additional switch capacity
at its New York City switch facility. This installation has increased the
Company's interconnect capability by 400%, supporting the Company's growth in
South America and international arbitrage.


                                       10
<PAGE>

Item 2.           Management's Plan of Operation.

         The following discussion and analysis should be read in conjunction
with, and is qualified in its entirety by, the Financial Statements included
elsewhere herein. Historical results are not necessarily indicative of trends in
operating results for any future period.

Certain statements in this Form 10-QSB are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), Section 21E of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and the Private Securities Litigation Reform Act
of 1995 and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially
different from the results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend," or "project" or the negative of
these words or other variations on these words or comparable terminology. This
report contains forward-looking statements that address, among other things, our
financing plans, regulatory environments in which we operate or plan to operate,
trends affecting our financial condition or results of operations, the impact of
competition, the start-up of certain operations and acquisition opportunities.
These statements may be found under "Management's Plan of Operation," as well as
in this Form 10-QSB generally. Factors, risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking statements
herein include (the "Cautionary Statements"), without limitation: the Company's
ability to raise capital; the Company's ability to execute its business strategy
in a very competitive environment; the Company's degree of financial leverage;
risks associated with acquisitions and the integration thereof; risks associated
with rapidly developing technology and providing services over the Internet;
regulatory considerations and risks related to international economies; risks
related to market acceptance of and demand for the Company's products and
services; continued relations with and pricing dependence on third party
suppliers; the impact of competitive services and pricing; and other risks
referenced from time to time in the Company's filings with the Securities and
Exchange Commission. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements. The Company does not
undertake any obligations to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

General

         The Company was initially organized under the laws of the State of
Florida on May 17, 1996 in order to seek and effect a merger, acquire the assets
or the capital stock of existing businesses or other similar business
combinations. Prior to its transaction with the Globaltron stockholders where
Globaltron became a wholly-owned subsidiary of Win-Gate in exchange for Win-Gate
shares, the Company had not been engaged in active operations since its
organization.

Plan of Operation

         As a result of the Globaltron transaction, the Company entered into the
international facilities-based telecommunications business. The Company intends
to build a facilities-based international grade network outside the traditional
settlement process to offer its customers low cost, highly reliable
connectivity. The Company has initially focused on carrier wholesale termination
by leveraging off of its current strategic agreements, U.S. carrier contracts,
and network build-out. As the Company's foreign operations become established,
higher margin foreign traffic call origination is anticipated to increase.
Additionally, the Company intends to introduce a complete package of enhanced
virtual services, prepaid calling card programs, international private lines,
and Internet telephony during the calendar year 2000.


                                       11
<PAGE>

         Since inception, the Company's operational and strategic objectives
have included the following:

         ->       Enter select deregulating international markets
         ->       Acquire or joint venture with other telecommunications related
                  providers

         ->       Aggregate carrier traffic to forge strategic operating
                  agreements

         ->       Focus on foreign market traffic origination
         ->       Establish a reliable, fully redundant, technologically
                  advanced network
         ->       Invest in network infrastructure

         For the fiscal year ended March 31, 2001, the Company also intends to
initiate or expand operations in various locations in South America and the
Caribbean. The Company has signed definitive agreements to enter the Competitive
Local Exchange Carrier (CLEC) business in a 5-country area of South America.
Initial operations are anticipated to begin in Colombia in the last quarter of
calendar year 2000, Peru in the first quarter of year 2001, and continue with
build-out over the following 3 years.

         The development of the Company's business and the construction,
acquisition and expansion of its networks require significant capital
expenditures, a substantial portion of which are incurred before realization of
revenues. These expenditures, together with the associated early operating
expenses, result in negative cash flow until an adequate customer base is
established. However, as the Company's customer base grows, the Company expects
that incremental revenues can be generated with decreasing incremental operating
expenses. The Company has made specific strategic decisions to build high
capacity networks with broad market coverage, which initially increases its
level of capital expenditures and operating losses. The Company believes that
over the long term this strategy will enhance the Company's financial
performance by increasing the traffic flow over its network.

         There can be no assurance that the Company will be able to identify,
attract, finance or consummate its operational and strategic objectives (all of
which are heavily dependent upon, among other things, the Company's ability to
obtain additional financing).

         The Company intends in the future to capitalize on the expanding and
rapidly evolving telecommunications and Internet services environment in Latin
America. As such, the Company's goal is to become a leading facilities-based
provider of integrated communications services to both businesses and
residential customers in Latin America. The Company's strategy is to:

         o        Deploy Flexible Networks. For the provision of local access
                  services in Latin America the Company intends to deploy a
                  range of network access systems using primarily wireless local
                  loop (WLL) technology. Wireless local loop systems provide
                  several competitive advantages over conventional wireline
                  technologies because they utilize radio spectrum to provide
                  last-mile access to subscribers. The WLL technology reduces
                  network costs, deployment time, and operating expenses, in
                  addition to providing flexibility to the operator in
                  addressing changes in demand. The Company believes its WLL
                  network strategy will enable it to cost effectively match its
                  service offerings with the requirements of its customers. The
                  Company has selected its vendors for the WLL technology for
                  the Andean Region.

                                       12
<PAGE>

         o        Enter Select Deregulating Latin American Markets. The Company
                  is focused on newly liberalized Latin American markets in
                  which it can secure favorable, market-operating agreements
                  and licenses that allow the Company to establish a local
                  market presence through the acquisition of LMDS/WLL spectrum
                  and broadband wireless access. In certain markets on the verge
                  of local market deregulation the Company has pursued strategic
                  relationships with licensed foreign carriers to establish
                  market position and a competitive cost advantage. At the time
                  of market liberalization the Company believes it will be
                  better positioned to leverage its established strategic
                  relationships to secure opportunities for local market entry.

         o        Aggressively Build Market Share in Target Markets. The Company
                  plans to aggressively build market share in its target
                  markets. In Colombia, subject to finalization of certain
                  preconditions of the ministry of communications of Colombia,
                  this strategy will be fostered by the Company's unique "first
                  mover" positioning for the provision of fixed wireless
                  services. The Company intends to focus on the underserved
                  small and medium sized businesses and high usage residential
                  customers and offer higher-quality services at competitive
                  prices. The Company intends to work to build brand recognition
                  in the Andean Region through a broad-based mass marketing and
                  advertising campaign. The Company expects to achieve
                  additional market positioning due to customer dissatisfaction
                  with the incumbent communications
                  providers. The Company believes that its fixed wireless
                  infrastructure will provide higher quality service offerings
                  not available over the incumbent's wireline networks.

         o        Invest in US Backbone and International Transport Network for
                  Lowest Cost Competitive Positioning. The Company has allocated
                  the majority of its network infrastructure investment to date
                  to building out its IP/ATM backbone to ensure low cost
                  international transport positioning. By establishing a US
                  backbone with direct routes to the Company's target CLEC
                  markets, the Company believes that it will realize significant
                  cost advantages for international transport and termination.
                  In addition, established direct routes allow the Company to
                  further capitalize on the prevailing traffic patterns between
                  the US and Latin America by providing international
                  origination and termination to other service providers. The
                  Company's execution strategy is to be 80% "On Net" across its
                  own facilities, composed of the Company's own international
                  gateways and transport facilities to targeted countries.

                  The Company is working toward establishing a highly reliable,
                  technologically advanced international transport network. The
                  international convergent IP network is being constructed using
                  technology from Lucent Technologies and Cisco Systems. The
                  network is being built end to end using cell based ATM
                  switching and Internet Protocol for integrated voice, data and
                  video applications. The transport network is optic utilizing a
                  bi-directional SONET ring architecture where fiber is
                  available. A Network Operations Center for comprehensive
                  network management is staffed 24 hours per day, 365 days per
                  year to monitor the worldwide network. In addition, the
                  Company's switching platform possesses full E1/T1 capability
                  to accommodate the standards of most every country in the
                  world. The Company believes that its network characteristics
                  will meet and exceed its customer's demands for reliability,
                  quality and capacity.


                                       13
<PAGE>

         o        Build a Portfolio of Integrated Services and Applications.
                  Although the Company's current services are primarily sold to
                  wholesale customers, the Company's network infrastructure is
                  designed for the provision of both wholesale and retail
                  service offerings. Integrated services and applications offer
                  higher margins and a mix of wholesale and retail traffic helps
                  maintain optimal network utilization, which drives lower
                  network operating costs per minute. The Company has begun to
                  build a portfolio of integrated services and applications to
                  capture retail opportunities in the U.S. and in foreign
                  markets where the Company has an established presence. Planned
                  services and applications include national and international
                  long distance, local access, IP Telephony, Unified Messaging
                  and enhanced value added services and prepaid calling cards.
                  The Company has made a strategic investment in a developer of
                  Unified Messaging and IP Telephony applications and secured
                  licenses or retail distribution agreements for the Andean
                  Region Countries of Columbia and Peru.

         o        Foreign Market Traffic Origination. As the Company develops
                  and expands its relationships with foreign carriers, PTTs and
                  other foreign market providers, the Company's carrier focus
                  will shift increasingly to originate international carrier
                  data, voice and virtual services traffic in foreign markets.
                  Foreign market origination in deregulating markets offers
                  significantly higher margins and leads to additional
                  opportunities for foreign market retail origination. The
                  Company's strategy is to migrate the ratio of direct arbitrage
                  routes of foreign market and sales operations from a current
                  5/95% to a targeted 80/20% as the network plan is executed.

         o        Capitalize on Experienced Management. The Company's management
                  team is made up of individuals with significant industry
                  experience. Gary Morgan, the Company's founder, Chairman of
                  the Board, has twenty-two years of industry experience in both
                  domestic and international communications. Kevin Fitzgerald,
                  newly appointed Chief Executive Officer, is a former senior
                  executive and Board member of national and international
                  telecommunications providers. Gary Stukes, the Company's
                  President and Chief Operating Officer, has over twenty years
                  of industry experience including twelve years with AT&T and a
                  previous position as Vice President of Carrier Sales at
                  Totaltel.

         o        Aggregate Carrier Traffic to Forge Strategic Operating
                  Agreements. Aggregation of international call termination has
                  been and will continue to be a key asset for the Company in
                  achieving favorable positioning in foreign markets. As a
                  facilities-based carrier the Company supplies large volumes of
                  traffic to key international regions and resells "arbitrage"
                  traffic to the balance of the world. Strategically, the
                  Company uses the aggregated traffic volumes to swap routes,
                  extend business relationships to joint ventures, enter
                  deregulating markets and obtain foreign originating traffic.
                  The Company has already signed international contracts for
                  voice, data, and virtual services transmission with over 100
                  carriers worldwide.


                                       14
<PAGE>

            o        Utilize Strategic Acquisitions to Enhance Share Value. The
                     Company expects to continue to expand internally as well as
                     through acquisition and merger activities, acquiring
                     companies that provide complementary services or are
                     positioned in attractive markets.

Results of Operations

         The discussion below relates to results of operations for the three
months and six months ended September 30, 2000. The Company does not believe
that it is meaningful to compare changes from the corresponding period in the
preceding year due to the significant change in the Company's operations
subsequent to the Globaltron acquisition and the nominal operations of
Globaltron in such prior fiscal period.

         Revenues for the three month and six month period ending September 30,
2000 totaled $1,003,500 and $1,540,700, respectively, reflecting growth in both
the carrier sales segment and the arbitrage sales business of the Company.
Revenues from direct wholesale carrier termination sales of international voice
and data telecommunications into the Company's foreign site Points of Presence
(POP) were $670,500 for three months and $1,007,700 for the six months ending
September 30, 2000.

         Arbitrage sales occur from packaging wholesale foreign termination
rates from third-party carriers and reselling them to carriers that connect to
one of the Company's domestic switch sites. The Company incurs no transport or
foreign site termination costs with arbitrage sales as all inbound/outbound call
switching is done within the Company's switch sites. Arbitrage revenue totaled
$310,200 for the three month period and $476,000 for the six month period.
Arbitrage revenue is expected to increase in future periods as the Company adds
switch port capacity at its domestic switch sites in New York City and Miami.

         During the three month period ending September 30, 2000, revenue from
the resale of excess satellite bandwidth totaled $22,800 and $57,000 for the six
month period. The Company has now allocated all of its bandwidth to its foreign
sites under development; therefore, the Company does not expect to have any
satellite bandwidth available for resale in future periods. Interest income for
the three month period totaled $4,200 and $26,500 for the six months, and is
netted against interest expense on the accompanying financial statements.

         The Company has contracted with providers of telecommunications
transport services and facilities to process call traffic over its national and
international network. Such expenses, which include fixed recurring monthly
costs and variable usage fees for termination costs, constitute 82% of the Cost
of Goods Sold for the three month and 85% of the Cost of Goods Sold for the six
month period ended September 30, 2000. Arbitrage fees, which are the costs
charged by carriers to process the Company's off-net arbitrage traffic, were 18%
of total Cost of Goods Sold for the three months and 15% of total Cost of Goods
Sold for the six months. Arbitrage fees comprised 86% of Arbitrage Sales Revenue
for the three month period, and 78% of Arbitrage Sales Revenue for the six month
period. The Company includes service commissions paid to its foreign site
operators as a component of Cost of Goods Sold. Such commissions totaled $28,300
for the three month period and $7,200 for the six month period.

         Selling, General, and Administrative (SG&A) expenses were $2,731,100
for the three month period and $4,665,400 for the six month period ended
September 30, 2000. Approximately $522,400 and $1,309,500, related to
professional fees for the three month and six month periods, respectively. As a
percentage of SG&A, professional fees comprised 19% of the three month period
and 28% of the six month period. Legal and accounting services were the major
expense factors of professional fees, and comprised 86% and 69% of the total
professional fees for the three month and six month periods, respectively. The
Company expensed $1,183,300 relating to discontinued foreign site operations in
the three month period, for a total of $1,203,600 for the entire six months.



                                       15
<PAGE>

Salaries and wages for the three months totaled $439,500, or 16% of SG&A, and
$997,700 for the six months, which comprised 21% of SG&A for the six month
period. Rent and occupancy expense incurred for the three month period was
198,400, 7% of SG&A, and $387,100, or 8% of six month SG&A. Travel expenses were
$94,000 for three months, 3% of SG&A, and $233,600 for the six month period,
representing 5% of SG&A. Tangible personal property tax expenses were $120,900
for the six months, divided equally between each quarter. Telephone expense was
$59,500 for three months and $113,000 for the full six month period. All
insurance related costs totaled $54,000 for the three month period, and $103,600
for the six month period. Bad debt expense was $45,300 for three months and
$103,400 for the six month period. All other SG&A expenses totaled $117,500 for
the six month period, or less than 3% of total SG&A.

         Depreciation expense for the period ended September 30, 2000 totaled
$878,100 for the three month period and $1,367,100 for the full six months.
Amortization of Goodwill incurred as a result of acquisition of subsidiary
companies was $141,700 for the three month period and $236,100 for six months.


         Net interest expense for the six months ended September 30, 2000, was
$242,700 for three months and $396,000 for the full period. Total costs and
expenses for the period were $5,815,600 for the three month period and
$9,588,000 for the six month period. The Company recorded a net loss from
operations of $4,812,000 for the three months and $8,047,200 for the six month
period ended September 30, 2000.


Liquidity and Capital Resources

         As of September 30, 2000, the Company was operating 9 networks. The
costs associated with the initial construction and operation of a network may
vary, primarily due to market variations in geographic and demographic
characteristics, and the types of construction technologies which can be used to
deploy the network. As the Company develops, introduces and expands its
high-speed data/Internet and voice services in each of its markets, additional
capital expenditures and net operating costs will be incurred. The amount of
these costs will vary, based on the number of customers served and the actual
services provided to the customers.

         The Company is incurring negative cash flows due, in major part, to the
funding requirements for working capital, network construction or development,
and voice services. Through September 30, 2000, the Company had invested
approximately $21,303,000 in network infrastructure and telecommunications
equipment The Company expects it will continue to incur negative cash flow for
at least two years. There can be no assurance that the Company's networks or any
of its other services will ever provide a revenue base adequate to sustain
profitability or generate positive cash flow. The Company estimates that in
calendar 2000, capital required for implementation of its integrated networks
and its other services and to fund negative cash flow, including interest
payments, will be significant. As of September 30, 2000, the Company's
cash balance was approximately $2,441,900.

         The Company's development and enhancement of new services and networks
will require substantial capital expenditures. The funding of these expenditures
is dependent upon the Company's ability to raise substantial equity and debt
financing. In certain instances the ability to secure equipment financing
requires the consent of existing vendors. Any such acquisitions or arrangements
that the Company might consider are likely to require additional equity or debt
financing, which the Company will seek to obtain as required and which may also
require that the Company obtain the consent of its debt holders.



                                       16
<PAGE>

         In order for the Company to continue to acquire the ATM/VOIP switching
network equipment necessary to develop its international telephone network, the
Company has entered into various equipment financing agreements with equipment
vendors. Capital equipment used by the Company in its international telephony
network is typically financed directly or indirectly by equipment vendors. In
the instance of a direct financing facility, the vendor itself will negotiate
the facility with the Company, advance the funding, receive payments and
administer all details related to the transaction. In an indirect financing
transaction, the vendor will have pre-selected a group of third party financial
institutions that will represent the vendor to effect customer financing. The
vendor accepts an order from the Company, while the Company and the financing
institution will together negotiate the financial details of the transaction.
The respective facility is characterized as either a conditional sales contract
or as a capital lease agreement, generally with a nominal buy-out option at
termination. Regardless of the form of the agreement, the facilities feature
deferred payment terms, multi-year maturity dates and allowance for such
ancillary soft costs as shipping, taxes, installation and set-up necessary to
place the equipment into service.

         On October 25, 1999, the Company entered into two separate Equipment
Financing Agreements with Cisco Systems Capital Corporation. On January 24,
2000, the Company entered into an additional Equipment Financing Agreement with
Cisco Systems Capital Corporation. Pursuant to the Agreements, the Company has
the ability to borrow up to an aggregate of $6,373,048 in order to purchase
switches and routers and for related ancillary costs for equipment maintenance,
installation and preparation. The facility is available in 3 phases. The
Agreement has a term of 36 months for the purchase of equipment and 24 months
for ancillary costs including shipping, taxes, installation, cabling and
software. As of September 30, 2000, all funds available under the equipment
facility have been borrowed.

         On August 23, 1999, Globaltron entered into an Equipment Financing
proposal with Lucent Technologies. Pursuant to the proposal, the Company had the
ability to borrow up to $10 million in order to purchase Lucent Technologies
equipment and services and to pay for ancillary costs associated with the
installation and preparation of equipment for operation. The equipment facility
was divided into 3 phases. Phase one was for up to $1,750,000 and was to be used
towards the purchase equipment to be deployed outside the United States. Phase
two was for up to $6,750,000 and was to be used towards the purchase of
equipment to be deployed in the United States. Phase three was for up to
$1,500,000 and was to be used towards the purchase of Lucent Technologies
professional services, plus costs relating to taxes and shipping. On September
15, 1999, Globaltron entered into a Master Conditional Sale Agreement with
Lucent Technologies finalizing all of the terms and conditions of the Equipment
Financing Proposal. Through April 30, 2000, Globaltron borrowed approximately $9
million under the Lucent Technologies facility. Lucent Technologies subsequently
decided to decrease their financing role and turned new financings and renewals
to third party lenders. On June 27, 2000, the Company entered into a Equipment
Financing Agreement with Gallant Capital and Finance, LLC. The original Lucent
$10 million facility was assigned to Gallant Capital and rolled into the Gallant
Capital facility and an additional $10 million was available for borrowing under
the new Gallant Capital facility. The Gallant Capital Agreement has a term of 60
months and an annual interest rate of 12%. As of September 30, 2000, the Company
has borrowed $13.8 million under the Gallant Capital Agreement ($9 million of
which was previously delivered under the original Lucent Agreement and $4.8
million of which was delivered under the Gallant Capital Agreement). In October
2ooo, the Company was informed that a definitive loan agreement would not be
presented by Gallant Capital and Finance, LLC ("Gallant") in relation to a
previous memorandum of understanding executed dated June 27, 2000 between the
Company and Gallant. Under terms of the subject memorandum, Gallant was to
acquire a portion of the Lucent Technologies capital lease portfolio, which
included equipment leases pertaining to an Equipment Financing proposal executed
August 23, 1999 between the Company and Lucent Technologies. As of September 30,
2000, the Company has received approximately $13,800,000 of equipment related to
this facility. The Company has been assured by Lucent Technologies that the
leases subject to this facility will remain in effect while alternative
proposals are determined.



                                       17
<PAGE>

         The Company has also recently signed various term sheets for equipment
financing. All of these term sheets, which are described below, are subject to
the preparation and execution of definitive agreements. There can be no
assurance that such definitive agreements will be executed. As such, no funds
have been drawn under any of the term sheets described below. In June 2000, the
Company entered into a term sheet for the provision of financing by Italtel SPA.
Pursuant to the arrangement, the Company would have the ability to borrow up to
$60 million in order to purchase carrier switching equipment in 21 countries
including the Andean region of South America. The arrangement is expected to
have a term of 60 months. Interest will be at LIBOR plus a range of 25 to 75
basis points. On June 13, 2000, the Company entered into a term sheet for the
provision of equipment financing with ECI Telecom Ltd. Pursuant to the ECI term
sheet, the Company would have the ability to borrow up to $37,500,000 in order
to purchase ECI Innowave wireless local loop equipment to be deployed in the
Company's wireless local loop projects in South America. The equipment facility
is expected to be divided into 6 phases and have a term of 48 months. Each phase
will require a down payment by the Company ranging from 35% to 60% of the amount
of such phase. Interest will range downward by phase from an initial rate of
LIBOR plus 300 basis points. No part of this facility has been used as of
November 20, 2000.

         On July 13, 2000, the Company received a proposal to obtain equipment
financing from Tropico Sistemas e Telecomunicacoes S.A., CPqD Technologies &
Systems, Inc. and Singer Products, Inc. Pursuant to the terms of the proposal,
the Company would have the ability to borrow up to $10 million in order to
purchase digital local and tandem softswitch equipment with the requisite
software and maintenance. The arrangement is expected to have a term of 7 years
with interest at 11.5%. No part of this facility has been used as of November
20, 2000.

         The Company has a 36 month agreement with a supplier of
telecommunications services ("Vendor") which began November 1999 for the
provision of satellite service for the Company's telecommunication services.
Under the agreement, the Company is required to pay the Vendor for services
totaling $3,000,492 at a rate of $83,347 per month for a period of 36 months.

         The Company's capital needs have also been funded, in part, through the
funds it received from certain credit facilities. On February 29, 2000, the
Company obtained a loan from GNB Bank. Pursuant to the GNB Loan Agreement, GNB
Bank made a loan to the Company in the principal amount of $5.0 million, plus
interest at Citibank N.A.'s base rate plus 1%. The GNB Loan is evidenced by an
unsecured convertible promissory note ("Note") due May 29, 2001. The Note is
convertable as to principal, into 2.68% of the total issued and outstanding
stock of the Company, on a fully diluted basis upon consumation of a qualifying
private placement by the Company. The payment of the obligations under the Note
and related agreements and the performance of the obligations therewith, are
unconditionally guaranteed by Globaltron.

         The GNB credit facility contains certain covenants, which impose
restrictions on the Company. These include, without limitation, restrictions on
the declaration or payment of dividends with respect to capital stock of the
Company, the conduct of certain activities, certain investments, the creation of
additional liens or indebtedness, the disposition of assets and fundamental
changes.

         On July 27, 2000, the Company entered into a Loan Agreement with Arthur
E. Lipson, Trustee ("Lipson"), whereby Lipson loaned the Company the principal
amount of $900,000, plus interest at a rate of 12% per annum. The loan proceeds
are being used for working capital needs. The loan is evidenced by an unsecured
convertible promissory note due October 27, 2000.


                                       18
<PAGE>

          In connection with a Loan Agreement (the "Loan Agreement") dated
September 27, 2000 by and among the Company, Colpafinsa, S.A., a Panama
corporation ("CSA"), and Globaltron Communications Corporation, a wholly owned
subsidiary of the Issuer ("Globaltron"), CSA made a loan to the Company in the
principal amount of $4.0 million plus interest at the base rate announced by
Citibank N.A plus 1% (the "Loan") and evidenced by a promissory note (the
"Note") due on or before the earlier of (i) six months from the date of the Loan
or (ii) upon the Company receiving $15.0 million pursuant to a Qualifying
Private Placement, as defined below (the "Maturity Date"). The sum of $2.0
million was loaned to the Company on September 27, 2000, an additional $500,000
million will be loaned to the Company on October 13, 2000, an additional
$500,000 will be loaned to the Company on October 31, 2000 and the remaining
$1.0 million will be loaned to the Company on November 30, 2000.

          This Loan is subordinate to the $5.0 million loan made by GNB Bank
S.A. to the Company, which is guaranteed by Globaltron and evidenced by a Loan
agreement dated February 29, 2000. Of the initial $2.0 million received by the
Company, the Company will repay $1.0 million of its obligations to GNB Bank,
S.A.

          A Qualifying Private Placement is defined as a private placement of
the Company's Common Stock or any other class of its equity securities with a
preference (as to liquidation, dividend or otherwise) to the Common Stock of not
less than $15.0 million to persons unrelated to the Reporting Person (the
"Qualifying Private Placement") for cash consideration paid of $10 or more per
share. Interest on the Note and Loan is payable upon the Maturity Date.

         The Company will require significant additional financing within the
immediate short term in order to continue its business operations as conducted
to date. The Company is actively seeking additional funding from a variety of
sources, including potential issuances of its securities in one or more private
transactions and various additional vendor financing arrangements. Depending
upon the Company's ability to rapidly integrate and achieve certain of its
expansion objectives, the Company's financing needs could exceed $100 million, a
large portion of which the Company would seek in the form of vendor financing.
The Company is currently negotiating other vendor financing arrangements. The
terms upon which the Company may obtain additional funding are restricted by the
GNB Loan Agreement and the consent of GNB Bank may be necessary to accomplish
certain funding objectives of the Company. There can be no assurance that the
Company will be successful in its efforts to obtain any of such financing. In
the event the Company is not successful in obtaining additional financing, it
could be forced to curtail or cease operations. Any financing activities by the
Company could result in substantial dilution of existing equity positions and
increased interest expense. Transaction costs to the Company in connection with
such activities are also anticipated to be significant.


                                       19
<PAGE>

                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K.

         (a)      Exhibit Index:

         2        Stock Purchase Agreement between Win-Gate Equity Group, Inc.
                  and the Shareholders of Globaltron Communications Corporation
                  dated January 21, 2000. (1)
         3.1      Articles of Incorporation of Win-Gate Equity Group, Inc. (2)
         3.2      By-Laws of Win-Gate Equity Group, Inc. (2)
         4.1      Specimen Common Stock Certificate. (2)
         10.1     Forms of Subscription Documentation for Prospective Investors.
                  (2)
         10.2     Win-Gate Equity Group, Inc. 1996 Stock Option Plan. (2)
         10.3     Loan Agreement. (2)
         10.4     Loan Agreement dated February 29, 2000, by and among Win-Gate
                  Equity Group, Inc. Globaltron Communications Corporation and
                  GNB Bank Panama, S.A. (4)
         10.5     Letter Agreement dated February 29, 2000, between Gary D.
                  Morgan and GNB Bank Panama, S.A. (4)
         10.6     Loan Agreement dated July 26, 2000 between Win-Gate Equity
                  group, Inc. and Arthur E. Lipson, Trustee. (5)
         10.7     Equipment Financing Proposal dated August 23, 1999 between
                  Globaltron Communications Corporation and Lucent Technologies.
                  (5)

         10.8     Master Conditional Sale Agreement dated September 15, 1999
                  between Globaltron Communications Corporation and Lucent
                  Technologies. (5)
         10.9     Term Sheet dated June 23, 2000 between Globaltron
                  Communications Corporation and Italtel SPA. (5)
         10.10    Equipment Financing Agreement dated October 25, 1999 between
                  Globaltron Communications Corporation and Cisco Systems
                  Capital Corporation. (5)
         10.11    Soft Cost Financing Agreement dated October 25, 1999 between
                  Globaltron Communications Corporation and Cisco Systems
                  Capital Corporation. (5)


                                       20
<PAGE>

         10.12    Equipment Financing Agreement dated January 24, 2000 between
                  Globaltron Communications Corporation and Cisco Systems

                  Capital Corporation. (5)
         10.13    Term Sheet dated July 13, 2000 between Globaltron
                  Communications Corporation and Tropico Sistemas e

                  Telecomunicacoes S.A. (5)
         10.14    Term Sheet dated July 11, 2000 between Globaltron
                  Communications Corporation and CPqD Technologies. (5)
         10.15    Equipment Financing Agreement dated June 23, 2000 between
                  Globaltron Communications Corporation and Gallant Capital &
                  Finance, LLC. (5)
         10.16    Term Sheet dated June 13, 2000 between Win-Gate Equity Group,
                  Inc. and ECI Telecom Ltd. (5)
         10.17    Executive Employment Agreement between Globaltron
                  Communications Corporation and Gary Stukes. (5)
         10.18    Purchase and Sale Agreement dated July 11, 2000 between
                  Globaltron Communications Corporation, Tropico Sistemas e
                  Telecomunicacoes S.A. and Singer Products Inc. (5)
         10.19    License Agreement dated July 11, 2000 between Globaltron
                  Communications Corporation, CpqD Technologies and Systems,
                  Inc. and Singer Products Inc. (5)
         10.20    Services Agreement dated July 11, 2000 between Globaltron
                  Communications Corporation and Singer Products, Inc. (5)
         10.21    Satellite Bandwith Agreement dated November 9, 1999 between
                  Globaltron Communications Corporation and Satellites Mexicans,
                  S.A. de C.V. (5)
         10.22    Contract of Sale dated November 9, 1999 between Globaltron
                  Communications Corporation and Owners of 64% of Startcomm
                  Corporation. (5)
         27.1     Financial Data Schedule. (6)
         99       Financial Statements of Startcomm Corporation for the Year
                  Ended December 31, 1997 and December 31, 1998 and for the Ten
                  Months Ended October 31, 1999. (5)

         (1)      Filed as an exhibit to the Company's Current Report on Form
                  8-K (File No. 333-05188- A), as filed with the Securities and
                  Exchange Commission on January 31, 2000.

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

         (3)      Filed as an exhibit to the Company's Annual Report on Form
                  10-KSB for the fiscal year ended December 31, 1998 (File No.
                  333- 5188-A), filed with the Commission on October 27, 1999.

         (4)      Filed as an exhibit to the Company's Current Report on Form
                  8-K (File No. 333-05188- A), as filed with the Securities and
                  Exchange Commission on March 20, 2000.

         (5)      Filed as an exhibit to the Company's Annual Report on Form
                  10-KSB/A for the fiscal year ended March 31, 2000 (File No.
                  333-5188-A), filed with the Commission on August 28, 2000.

         (6)      Filed herewith

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





                                       21
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated: November 20, 2000


                                    WIN-GATE EQUITY GROUP, INC.


                                    By:    /s/ Gary D. Morgan
                                           -------------------------------------
                                           Gary D. Morgan, Chairman



                                    By:    /s/ Kevin P. Fitzgerald
                                           ------------------------------------
                                           Kevin P. Fitzgerald, Chief Executive
                                           Officer





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