SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission File No. 0-23199
Win-Gate Equity Group, Inc.
(Name of Small Business Issuer in Its Charter)
Florida 65-0669842
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
100 N. Biscayne Blvd., Suite 2500, Miami Florida 33132
(Address of principal executive offices) (Zip Code)
(305) 371-7700
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, $.001 par value per share Check whether the issuer: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 pursuant to Item 405 of
Regulation S-B contained herein, 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 the issuer's revenues for its most recent fiscal year: $0.
State the aggregate market value of the issuer's voting stock held by
non-affiliates of the issuer as of October 5, 2000: $49,047,354.88.
State the number of shares outstanding as of the issuer's classes of common
stock as of October 5, 2000: Common Stock, $.001 par value: 19,136,702.
Traditional Small Business Disclosure Format: Yes |_| No |X|
DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>
NOTE
This Form 10-KSB/A is being filed as an amendment to Win-Gate's Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission on April 28, 2000
for the fiscal year ended December 31. On January 21, 2000, Win-Gate Equity
Group, Inc. ("Win-Gate") entered into and consummated a Stock Purchase Agreement
with all of the shareholders of Globaltron Communications Corporation
("Globaltron"). Pursuant to the Stock Purchase Agreement, the Company acquired
all of the issued and outstanding shares of Globaltron and Globaltron became a
wholly-owned subsidiary of the Company. For financial accounting purposes,
Globaltron, whose fiscal year end is March 31, was deemed the surviving entity.
Win-Gate has previously filed its Annual Report on Form 10-KSB for the fiscal
year ended March 31 with the Securities and Exchange Commission on August 25,
2000, as amended August 28, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Below are our Executive Officers, Directors and Nominees for Director as of
October 5, 2000:
<TABLE>
<CAPTION>
Name Age Position
--------------------------------- --- ----------- ---- ---------------------------------------------------------------
<S> <C> <C>
Gary D. Morgan 43 Chairman of the Board of Directors
Kevin P. Fitzgerald 44 Chief Executive Officer
Gary P. Stukes 46 President and Chief Operating Officer
Alvaro Davila Pena 36 Vice President and Chief Operating Officer of Latin
American Operations, Director
David Walsh 53 Vice President of Finance of Globaltron
Roman Fisher 53 Director
</TABLE>
GARY D. MORGAN has been our Chairman of the Board since January 2000 and served
as our Chief Executive Officer from January 2000 to October 2, 2000. Mr. Morgan
has 22 years of experience in the telecommunications industry. From February
1999 to October 2, 2000, Mr. Morgan was the Chief Executive Officer and since
February 1999, he has been the Chairman of the Board of Globaltron
Communications Corporation, which became a wholly- owned subsidiary of Win-Gate
in January 2000. Mr. Morgan founded Pointe Communications Corporation, a
telecommunications company, in May 1998 where he served as the President and
Chief Operating Officer until February 1999. From January 1997 to February 1998,
Mr. Morgan was the Vice President of U.S. West - Lucent Technologies (NYSE:LU).
From January 1988 to December 1996, Mr. Morgan was the Vice President of RBOCS
Markets of Siemens Corporation. Mr. Morgan holds a Bachelor of Science in
Business Administration from Western Carolina University.
KEVIN P. FITZGERALD has served as our Chief Executive Officer since October 2,
2000. Mr. Fitzgerald was the President, CEO and a Director of NEFF Corporation
(NYSE: NFF), one of the largest equipment rental companies in the United States
from July 1995 to June 2000. He has been a Director of Sullair from 1998 through
1999, one of the largest equipment rental companies in Argentina and Supercanal,
Argentina's third-largest cable TV provider. Mr. Fitzgerald also serves on the
Boards of Latin Broadband Group, a fixed wireless provider in Argentina,
Geoworks Corporation (Nasdaq: GWRX), a wireless technology company and
TeleServices Group, a telecommunications interconnect company. From 1991 to July
1995, he was a Senior Vice President for the investment banking firm of Houlihan
Lokey Howard and Zukin. Mr. Fitzgerald holds an M.B.A. in Finance from Fordham
University and a B.S. in Electrical Engineering from Carnegie Mellon University.
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GARY P. STUKES has been our President and Chief Operating Officer since January
2000. From July 1998 to December 1999, Mr. Stukes was the Senior Vice President
of Totaled Covista Communications (NMS:TELU), a telecommunications company. From
June 1997 to July 1998, Mr. Stukes was the Regional Vice President of Primus
Corporation (Nasdaq:PRTL), a telecommunications company. From May 1996 to June
1997, Mr. Stukes was a consultant to Starting Communications, Ltd., a financial
services company. From May 1993 to May 1996, Mr. Stukes was the President of
Results Oriented Associates, Inc., a business consulting company. Mr. Stukes
holds a Bachelor of Science in Marketing from the University of Bridgeport, a
Bachelor of Science from Jersey City State College and an MBA from Fairleigh
Dickinson University.
ALVARO DAVILA PENA has served as our Vice President and Chief Operating Officer
of Latin American Operations since January 2000, and has served as a member of
our Board of Directors since August 18, 2000. From February 1999 to present, Mr.
Davila has been a partner in and a member of the Board of Directors of Davila
Avocados LIDA, a law firm located in Bogota, Colombia. From March 1995 to
January 1999, Mr. Davila was a partner and a member of the Board of Directors of
Gomez Davila Associates, a law firm located in Bogota, Colombia. Mr. Davila was
a partner and a member of the Board of Directors of Graphic Production Systems,
a digital printing company from June 1999 until present. Mr. Davila was a member
of the Board of Directors of Nueva Television de Colombia, a television news
broadcasting company from August 1997 until March 1998. In addition, Mr. Davila
served as a member of the Assessment Committee of the Communication Law
Specialization program of the Javeriana University in Bogota, Colombia from
March 1995 to present. Mr. Davila holds a law degree from Universidad Colegio
Mayor de Nuestra Senora del Rosario.
DAVID WALSH has served as the Vice President of Finance of Globaltron since
August 1999. From August 1998 until August 1999, Mr. Walsh worked with Greengold
International, a management consulting firm. From August 1995 to August 1998,
Mr. Walsh was an Executive Vice President of Corporate Express, a services and
distribution company, and was responsible for business consolidations of six
acquired companies, four systems implementations, as well as alpha site
development of prototype warehouse management systems and processes. From June
1992 to February 1994, Mr. Walsh was the Vice President of Finance and
Administration for Gold Coast Beverage, a beverage distributor company and was a
part of a management team that acquired the third largest beverage distributor
in the United States. Mr. Walsh is published in Coors Brewing Priority Magazine.
Mr. Walsh received his undergraduate degree from Northern Illinois University,
holds a Masters of Accountancy from the University of Houston and is a licensed
Certified Public Accountant.
ROMAN FISHER was the President of Win-Gate from May 1999 to January 2000, has
been a member of its Board of Directors since May 1999 and has been a member of
the Board of Directors of Globaltron since January 2000. Since December 1998,
Mr. Fisher has been the Executive Vice President of Bork Consulting Corporation,
a financial consulting company. From January 1993 to December 1999, Mr. Fisher
was the Vice President of Crystal River MRI, Inc., a diagnostic imaging company.
From September 1996 to December 1998, Mr. Fisher was the Executive Vice
President of Metropolitan Health Networks (OTCBB:MDPA), a medical practice
management company. From September 1996 to December 1998, Mr. Fisher was the
Chief Operating Officer of MRI Scan Center, a diagnostic imaging company. From
February 1985 to September 1997, Mr. Fisher was the Director of Administration
of Magnetic Imaging Systems I, Ltd., a diagnostic imaging company. From February
1985 to January 1992, Mr. Fisher was the Executive Vice President of Medical
Diagnostic Services, a diagnostic imaging company. From January 1990 to December
1991, Mr. Fisher was the Vice President of Prolease, Inc., an equipment leasing
company. Mr. Fisher studied at the George Washington University in Washington,
D.C., received his LL.M. degree in International Law from the University of
Basel in Switzerland and a Masters of Science degree in Counseling Psychology
from Nova University.
Each Director is elected at Win-Gate's annual meeting of shareholders and holds
office until the next annual meeting of shareholders, or until the successors
are elected and qualified. At present, our bylaws provide for not less than one
nor more than nine Directors. Currently, we have three members on our Board. The
bylaws permit the Board of Directors to fill any vacancy and such director may
serve until the next annual meeting of shareholders or until his
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<PAGE>
successor is elected and qualified. Officers are elected by the Board of
Directors and their terms of office are, except to the extent governed by
employment contracts, at the discretion of the Board. There are no family
relations among any of our executive officers or directors. Our officers devote
full time to the business of Win-Gate and/or our subsidiaries.
Committees and Meetings of the Board of Directors
The Board of Directors currently does not have any committees, however, the
Board intends to form a Compensation Committee, an Audit Committee and a
Nominating Committee in the near future.
The function of the Compensation Committee will be to approve the salaries,
bonuses and other forms of compensation of Win-Gate's senior executives, review
transactions between Win-Gate and its affiliates, including any associates of
affiliates and administer the 2000 Win-Gate Equity Group Stock Incentive Plan
(the "Plan").
The Audit Committee will review the planned scope and results of audits,
consider any recommendations the auditors may make with respect to Win-Gate's
internal controls and procedures, oversee any responses made to such
recommendations and review certain filings with the SEC. Win-Gate also intends
to adopt a formal written charter specifying
o the scope of the Audit Committee's responsibilities,
o the means by which it carries out those responsibilities,
o the outside auditor's accountability to the Board and Audit
Committee, and
o the Audit Committee's responsibility to oversee the independence of
the outside auditor.
The Nominating Committee will be responsible for selecting those individuals who
will stand for election to our Board of Directors and will consider all
reasonable comments from Shareholders regarding proposed nominees for Directors
as well as nominations for Board members recommended by Shareholders. To date,
the Nominating Committee has no formal procedures for submitting comments or
recommendations and has accepted both written and oral comments as well as names
of proposed nominees prior to the filing of a definitive proxy statement.
Typically, once a recommendation has been received, the Committee will undertake
due diligence, discuss the comments or the proposed nominee with the
shareholders submitting such proposal and, if applicable, meet with the proposed
nominee before making a final determination as to whether to recommend the
proposed individual as a nominee to the entire Board of Directors to stand for
election to the Board of Directors. Similarly, the Committee members will
personally discuss comments regarding proposed nominees with those Shareholders
submitting the comments. To date, our Board of Directors have been performing
these duties.
Win-Gate's Board of Directors met two times during the fiscal year ended
December 31, 1999. All directors then in office attended 100% of the meetings of
the Board held during 1999.
SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
Executive Officers, Directors and 10% Shareholders to file reports regarding
initial ownership and changes in ownership with the SEC and the Nasdaq Stock
Market, Inc. Executive Officers, Directors and 10% Shareholders are required by
SEC regulations to furnish us with copies of all Section 16 forms they file. Our
information regarding compliance with Section 16 is based solely on a review of
the copies of such reports furnished to us by our Executive Officers, Directors
and 10% Shareholders. These forms include (i) Form 3, which is the Initial
Statement of Beneficial Ownership of Securities, (ii) Form 4, which is a
Statement of Changes in Beneficial Ownership, and (iii) Form 5, which is an
Annual Statement of Changes in Beneficial Ownership.
Based solely on Win-Gate's review of these reports furnished to it or written
representations that no other reports were required, Win-Gate believes that all
Section 16(a) filing requirements were complied with during the year ended
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December 31, 1999 other than with respect to Ms. Janssen, who is delinquent in
filing a Form 4 for the fiscal year ended December 31, 1999.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information for the fiscal year
ended December 31, 1999 concerning the compensation awarded to, earned by, or
paid to (1) those persons serving as Chief Executive Officer during fiscal year
2000, (2) the other four most highly compensated executive officers serving as
such as of December 31, 1999 receiving an annual salary and bonus of $100,000 or
more, and (3) up to two additional individuals who served as an executive
officer during fiscal year 2000, but who were not executive officers at December
31, 1999, but who received an annual salary and bonus of $100,000 or more. We
refer to these individuals as our "Named Executive Officers." (Globaltron was
organized during fiscal year 1999).
Summary Compensation Table For the Fiscal Year Ended December 31, 1999
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------
Restricted
Other Annual Stock LTIP All Other
Name and Principal Position Year Salary Bonus($) Compensation Awards($) Options/SARs Payouts($) Compen-
($) sation
------------------------------------ ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debra Janssen, former Chief Executive 1999 $0 $0 $0 $0 $0 $0 $0
Officer, Former President, Former 1998 0 0 0 0 0 0 0
Treasurer, Former Secretary and Former 1997 0 0 0 0 0 0 0
Director(1)
Roman Fisher, Chief Executive Officer 1999 $0 $0 $0 $0 $0 $0 $0
President, Treasurer, Secretary and
Director(2)
</TABLE>
(1) On May 12,1999, Ms.Janssen resigned as the sole officer and director
of Win-Gate.
(2) Mr. Fisher was appointed Win-Gate's sole officer and director on May
12, 1999. On January 21, 2000, Win- Gate entered into and consummated
an agreement with all of the stockholders of Globaltron Communications
Corporation. Pursuant to the agreement, Win-Gate acquired 100% of the
issued and outstanding shares of Globaltron, an international
communications company, in exchange for approximately 13.3 million
shares of Common Stock. As part of the agreement, Mr. Fisher resigned
as Win-Gate's Chief Executive Officer, President, Secretary and
Treasurer but remained a Win-Gate Director.
Stock Option Grants in Last Fiscal Year
During the fiscal year ended December 31, 1999, no options were granted to any
officer or director.
Option Exercises and Year End Values
No options were exercised in the fiscal year ended December 31, 1999.
5
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
Neither Ms. Janssen nor Mr. Fisher received any compensation as officers or
directors of Win-Gate.
Kevin P. Fitzgerald. Effective October 2, 2000, Win-Gate entered into an
employment agreement with Kevin P. Fitzgerald, our Chief Executive Officer. The
agreement 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 our Board's
discretion. 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 every six months; provided that Mr. Fitzgerald is employed as our CEO
pursuant to the agreement. He is also subject to confidentiality,
nonsolicitation and noncompetition 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 we terminate Mr. Stukes' employment, we will pay Mr. Stukes his
base salary then in effect for the remaining term of the agreement (together
with such benefits as Mr. Stukes would be entitled to during that time).
Gary Stukes. Globaltron executed an employment agreement dated December 31, 1999
with Gary Stukes, our President. The agreement terminates on December 31, 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.
Stukes is to receive an annual base salary of $276,000 for the portion of the
year ending December 31, 2000. The annual base salary for each additional
calendar year shall be increased by 7.5% over the base salary of the prior year.
The agreement also provides that Mr. Stukes is entitled to receive all normal
Company benefits, reimbursement for reasonable out-of-pocket expenses incurred
in connection with Company business and use of a premium class automobile.
Additionally, the agreement provides for a bonus based upon growth in our public
market capitalization ("market cap") equivalent to 2% of the excess of ending
market cap (as defined in the employment agreement) over the beginning market
cap (as defined in the employment agreement) for a 3-year period ending December
31, 2002. The agreement also provides that Mr. Stukes is entitled to receive
incentive warrants for up to 500,000 shares of our Common Stock, exercisable in
increments over a 3-year period, for attainment of specified revenue and EBITDA
goals. Pursuant to the employment agreement, Mr. Stukes is subject to
confidentiality, nonsolicitation and noncompetition 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.
Stukes 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. Stukes 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.
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In consideration for the foregoing covenant not to solicit and not to compete,
we will pay Mr. Stukes a consulting fee (based on his same rate of pay as set
forth above) for one year following the termination of his employment. In the
event of a change of control of Win-Gate (as defined in the employment
agreement), and we terminate Mr. Stukes' employment, we will pay Mr. Stukes his
base salary then in effect for the remaining term of the agreement (together
with such benefits as Mr. Stukes would be entitled to during that time), and Mr.
Stukes would remain eligible to receive the market cap bonus attributable to
calendar years up to and including the year of termination and to exercise the
incentive warrants granted.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table shows, as of October 6, 2000, the Common Stock owned
beneficially by (i) each of our Executive Officers, (ii) each of our current
Directors and each "Nominee for Director", (iii) all Executive Officers and
Directors as a group, and (iv) each person known by us to be the "beneficial
owner" of more than five percent of our Common Stock. "Beneficial ownership" is
a technical term broadly defined by the Securities and Exchange Commission to
mean more than ownership in the usual sense. For example, you "beneficially" own
Common Stock not only if you hold it directly, but also if you indirectly
(through a relationship, a position as a director or trustee, or a contract or
understanding), have (or share the power to vote the stock, or sell it) the
right to acquire it within 60 days. Except as disclosed in the footnotes below,
each of the Executive Officers, Directors and Nominees for Directors listed have
sole voting and investment power over his shares. As of October 6, 2000, there
were 19,136,702 shares of Common Stock issued and outstanding and approximately
395 holders of record.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially Beneficially
Name(1) Current Title Owned Owned
<S> <C> <C> <C>
Gary D. Morgan(2) Chairman of the Board of Directors 4,000,000 20.9%
Kevin P. Fitzgerald(3) Chief Executive Officer and Nominee for Director 192,000 **
Gary D. Stukes President and Chief Operating Officer 275,000 1.4%
David Walsh(4) Vice President of Finance of Globaltron 250,000 1.3%
Alvaro Davila Pena(5) President and Chief Operating officer of Latin 100,000 **
American Operations, Director
Roman Fisher Director -0- -0-
All Executive Officers, Directors and 4,817,000 24.6%
Nominees for Directors as a group
(six persons)
Oriental Allied Holdings(6) 1,000,000 5.2%
Tremaine Trading Co.(7) 4,294,000 22.4%
-------------
*Less than 1%.
</TABLE>
(1) Except as described in the following notes, the address for each of
Win-Gate's Directors, Executive Officers and Nominees for Directors is
100 N. Biscayne Boulevard, Suite 2500, Miami, Florida 33132.
(2) As an inducement for GNB Bank of Panama to lend Win-Gate $5.0 million
plus interest, pursuant to a letter dated February 29, 2000 (the
"February Letter Agreement") from Gary D. Morgan, Win-Gate's Chief
Executive Officer and Chairman of the Board, to GNB Bank, Mr. Morgan
agreed to the following:
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(a) Through February 29, 2003, he would not sell, exchange or
transfer any or all of his Win-Gate Common Stock, other than in
the event of a merger, consolidation or sale of assets, or other
reorganization,
(b) After February 29, 2003, if and to the extent he transfers all
or part of his Common Stock, GNB Bank has tag-along rights on any
Common Stock sold or transferred by Mr. Morgan, on the same terms
and conditions,
(c) To vote his Common Stock in favor of GNB Bank's designees
nominated to serve as one member of Win-Gate's Board of Directors,
and
(d) Will not vote his Common Stock without GNB Bank's permission
regarding certain corporate actions.
If Mr. Morgan does not vote his shares according to Nos. (c) or (d)
above, then in addition to other rights and remedies that are available
to GNB Bank, Mr. Morgan will appoint GNB Bank as his irrevocable proxy.
GNB Bank has advised Win-Gate that as Mr. Morgan's proxy, it would have
voted in favor of each of the Proposals described in this Information
Statement.
(3) Represents options to purchase up to 192,000 shares at $5.50 per share
through October 1, 2010.
(4) Represents the right to purchase up to 250,000 shares at $.01 per share
within sixty days upon the happening of certain events.
(5) Mr. Pena's address is Carrera 23, #94-33, Bogota, Colombia.
(6) The address is c/o Trident Trust Company, King's Court, Bay Street,
Nassau, Bahamas, Attention: Mr. Peter Waller.
(7) The address is c/o Proskauer Rose LLP, 1585 Broadway, New York,
New York.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 21, 2000, Win-Gate completed a transaction with all of the
shareholders of Globaltron Communications Corporation. Pursuant to the
Agreement, Win-Gate acquired all of the issued and outstanding shares of
Globaltron and Globaltron has become a wholly-owned subsidiary of Win-Gate. As
consideration for the Globaltron shares, Win-Gate issued an aggregate of
approximately 13.3 million shares of Win-Gate's Common Stock to the former
Globaltron shareholders. Prior to the transaction,
o Gary D. Morgan, Win-Gate's current Chief Executive Officer and
Chairman of the Board, owned approximately 55% of Globaltron's
shares,
o David Walsh, Globaltron's Vice President of Finance, owned 4.3% of
Globaltron's outstanding shares, and
o Gary P. Stukes, Win-Gate's President and Chief Operating Officer,
owned 1.8% of Globaltron's outstanding shares.
Other than the transaction described above, Win-Gate is not aware of any
existing arrangements which may result in a change of control of Win-Gate.
Alvaro Davila Pena, Vice President and Chief Operating Officer of Latin American
Operations and a Director of Win- Gate, is an attorney and partner in the law
firm of Davila Davila Asociados LTDA in Bogota, Colombia. Mr. Pena and
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his law firm perform certain legal services on Win-Gate's behalf. The fees for
these legal services are invoiced at the firm's normal and customary rates. Mr.
Davila is also reimbursed for all out-of-pocket expenses incurred in connection
with his performing legal services for us. As of July 31, 2000, the total amount
invoiced from the law firm to Win-Gate and its affiliates was $169,270.00
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report or are incorporated
by reference to previous filings, if so indicated:
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
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)
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 Bandwidth Agreement dated November 9, 1999 between Globaltron Communications
Corporation and Satelites Mexicanos, 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)
</TABLE>
(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.
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(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 for
the fiscal year ended March 31, 2000 (File No. 333- 5188-A), filed with
the Commission on August 25, 2000 as amended on August 28, 2000.
(b) Reports on Form 8-K
(i) Subsequent to December 31, 1999, the Company filed on January 31, 2000,
a Current Report on Form 8-K announcing the acquisition of all of the
issued and outstanding shares of Globaltron Communications Corporation.
(ii) Subsequent to December 31, 1999, the Company filed on March 20, 2000, a
Current Report on Form 8-K announcing a loan agreement between the
Company and GNB Bank Panama, S.A.
(iii) Subsequent to December 31, 1999, the Company filed on March 24, 2000,
an amendment to the Current Report on Form 8-K filed January 31, 2000
with respect to the acquisition of all of the issued and outstanding
shares of Globaltron Communications Corporation.
(iv) Subsequent to December 31, 1999, the Company filed on August 25, 2000,
a Current Report on Form 8-K with respect to the change of Win-Gate's
fiscal year end from December 31 to March 31.
11
<PAGE>
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WIN-GATE EQUITY GROUP, INC.
By: /s/ Gary D. Morgan
-----------------------------------------
Chief Executive Officer
12
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Win-Gate has duly caused this statement to be signed on its behalf by the
undersigned.
<TABLE>
<CAPTION>
By Order of the Board of Directors
<S> <C>
/s/ Gary D. Morgan
-------------------------------------------------------------------
Dated: October 6, 2000 Gary D. Morgan, Chief Executive Officer and
Chairman of the Board of Directors of Win-Gate Equity
Group, Inc. (Principal Executive Officer)
/s/ David Walsh
-------------------------------------------------------------------
Dated: October 6, 2000 David Walsh, Vice President of Finance (Principal
Financial Officer)
/s/ Alvaro Davila Pena
-------------------------------------------------------------------
Dated: October 6, 2000 Alvaro Davila Pena, Director
/s/ Roman Fisher
-------------------------------------------------------------------
Dated: October 6, 2000 Roman Fisher, Director
</TABLE>
13
