KINGSGATE ACQUISITIONS INC
SB-2, 1999-11-23
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                              UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM SB-2

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                         KINGSGATE ACQUISITIONS, INC.
                         ----------------------------
                            (Name of small business
                            issuer in its charter)

    Delaware                         6770                      98-0211672
- -----------------------      ----------------------------   -------------------
(State of incorporation      (Primary Standard Industrial    (I.R.S. Employer
   or jurisdiction            Classification Code Number)   Identification No.)
   of organization)


950 11th Street, West Vancouver, British Columbia V7T 2M3 Canada (604) 926-6775
- -------------------------------------------------------------------------------
         (Address and telephone number of principal executive offices)


950 11th Street, West Vancouver, British Columbia V7T 2M3 Canada (604) 926-6775
- --------------------------------------------------------------------------------
                  (Address of principal place of business or
                     intended principal place of business)


   Roger L. Fidler, Esq. 163 South Street, Hackensack, NJ 07601 (201) 457-1221
   ---------------------------------------------------------------------------
          (Name, address, and telephone number of agent for service)


     Approximate  date of proposed  sale to the public:  as soon as  practicable
after  the  effective  date  of  the  registration  statement  and  date  of the
prospectus.

     The  registrant  hereby amends the  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a  further  amendment  which  specifically  states  that  the  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933, as amended,  or until the  registration  statement
shall become  effective on such date as the Securities and Exchange  Commission,
acting pursuant to said Section 8(a), may determine.



<PAGE>




                     CALCULATION OF REGISTRATION FEE



Title of Each Class of    Amount        Proposed     Proposed    Amount of
Securities Being          Being         Maximum      Maximum     Registration
Registered                Registered    Offering     Aggregate   Fee
                                        Price Per    Offering
                                        Unit (1)     Price(1)
- --------------------------------------------------------------------------------
Shares of Common Stock
Contained in Units       1,000,000       $ 0.10   $   100,000    $    30.30

Warrants                 5,000,000            0             0

Shares of Common Stock
Underlying Warrants      5,000,000         1.00     5,000,000      1,515.15
                                                   ---------      --------
TOTAL                                             $ 5,100,000    $ 1,545.45


(1)  Estimated for purposes of computing the  registration  fee pursuant to Rule
    457.




<PAGE>




                             Cross Reference Sheet
                     Showing the Location In Prospectus of
                  Information Required by Items of Form SB-2


 Part I.    Information Required in Prospectus

Item
No.          Required Item                         Location or Caption
- ----          -------------                         --------------------

 1.          Front of Registration Statement       Front of Registration
             and Outside Front Cover of            Statement and Outside
             Prospectus                            Front Cover of Prospectus

 2.          Inside Front and Outside Back         Inside Front Cover Page
             Cover Pages of Prospectus             of Prospectus and Outside
                                                   Front Cover Page of
                                                   Prospectus

 3.          Summary Information and Risk          Prospectus Summary;
             Factors                               High Risk Factors

 4.          Use of Proceeds                       Use of Proceeds

 5.          Determination of Offering             Prospectus Summary -
             Price                                 Determination of Offering
                                                   Price; High Risk Factors

 6.          Dilution                              Dilution

 7.          Selling Security Holders              Not Applicable

 8.          Plan of Distribution                  Plan of Distribution

 9.          Legal Proceedings                     Litigation

10.          Directors, Executive Officers,        Management
             Promoters and Control Persons

11.          Security Ownership of Certain         Principal Stockholders
             Beneficial Owners and Management      of Common Stock

12.          Description of Securities             Description of Securities

13.          Interest of Named Experts and         Legal Opinions; Experts
             Counsel

14.          Disclosure of Commission Position     Statement as to
             on Indemnification for Securities     Indemnification
             Act Liabilities

15.          Organization Within Last              Management; Certain
             Five Years                            Transactions

16.          Description of Business               Proposed Business

17.          Management's Discussion and           Proposed Business -
             and Analysis or Plan of               Plan of Operation
             Operation

18.          Description of Property               Proposed Business

19.          Certain Relationships and Related     Certain Transactions
             Transactions

20.          Market for Common Stock and           Prospectus Summary;
             Related Stockholder Matters           Market for Registrant's
                                                   Common Stock and Related
                                                   Stockholders Matters;
                                                   High Risk Factors

21.          Executive Compensation                Remuneration

22.          Financial Statements                  Financial Statements

23.          Changes in and Disagreements          Not Applicable
             with Accountants on Accounting
             and Financial Disclosure


<PAGE>
PROSPECTUS


                         KINGSGATE ACQUISITIONS, INC.
                            (A Delaware Corporation)
                   1,000,000 Units Offered at $0.10 per Unit


     Kingsgate  Acquisitions,  Inc. hereby offers for sale 1,000,000 units, each
unit  consisting  of one share of common stock,  $.001 par value per share,  and
five redeemable common stock purchase warrants, at a purchase price of $0.10 per
unit.  The warrants are  exercisable  for a period of two years from the date of
the prospectus at $1.00 subject to our right to reduce the exercise price and/or
extend the term of the warrants.  We may redeem the warrants for $.001 each upon
30 days' prior notice, if the closing bid price of our common stock, as reported
by the market on which our common stock may trade,  exceeds $1.25 per share, for
any twenty  consecutive  trading days ending  within ten days of the date of the
notice of redemption.  We are selling the units on a "best-efforts,  all or none
basis"  for a period of ninety  (90)  days.  We will not use an  underwriter  or
securities dealer. We are making the offering in compliance with Rule 419 ("Rule
419") of Regulation C to the Securities Act of 1933, as amended (the "Securities
Act").  Pursuant  to Rule  419,  the  proceeds  of the  offering  as well as the
securities purchased will be placed in an escrow account. None of the securities
and  only  10%  of the  funds  may be  removed  from  escrow  until  a  business
combination  has been  negotiated  and our  stockholders  have  reconfirmed  the
offering,  including  the  terms and  conditions  of the  business  combination.
Pursuant to Rule 3a51-1(d) under the Securities Exchange Act of 1934,as amended,
(the "Securities  Exchange Act"), the securities being offered constitute "penny
stock," and, as a result,  sales  restrictions which are described in "High Risk
Factors"  apply  to them.  (See  "Description  of  Securities").  Our  officers,
directors,  current  stockholders  and any of their affiliates or associates may
purchase up to 50% of the offering.

                                    Underwriting
Price to                             Discounts and             Proceeds to the
Public                                Commissions               the Company(1)
- --------------------------------------------------------------------------------
Per Unit         $        0.10          $      0               $        0.10

TOTAL(1)         $  100,000.00          $      0               $  100,000.00

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

(1)  Offering expenses which include blue sky fees, legal fees, accounting fees,
     printing fees, filing fees,  escrow agent fees,  estimated in the aggregate
     at $15,000, are being paid by us and will not be deducted from the proceeds
     of the offering.


                         KINGSGATE ACQUISITIONS, INC.
                       950 11th Street, West Vancouver,
                       British Columbia V7T 2M3 Canada
                                (604) 926-6775

                                The date of the Prospectus is          , 1999.

<PAGE>

     Pursuant to the terms of an escrow agreement,  we will immediately  deposit
investors' funds in an escrow account maintained by Torrington Savings Bank, 129
Main Street, Torrington,  Connecticut 06790-0478. All investors' checks or money
orders  should be made payable to  "Torrington  Savings Bank as Escrow Agent for
Kingsgate  Acquisitions,  Inc." Unless all 1,000,000  units have been sold,  and
$100,000  has  been  placed  in  escrow  within  90 days  from  the  date of the
prospectus, funds remaining in escrow will be returned to investors in full with
interest.

     Upon our sale of all  1,000,000  units  within the offering  period,  other
terms of the escrow agreement, which have been included to comply with Rule 419,
will govern the treatment of the funds  tendered by investors and the securities
purchased  by  investors.   Certificates  evidencing  the  shares  and  warrants
(constituting the units) in the investors' names will be promptly deposited into
the escrow account upon issuance.  Rule 419 permits 10% of the offering proceeds
to be  disbursed  to us from the  escrow  account  prior to our  consummating  a
business  combination.  We intend to  request  release of these  funds.  We will
receive  the  remainder  of the  escrowed  funds when we  consummate  a business
combination.

     WE ARE CONDUCTING A BLANK CHECK OFFERING  SUBJECT TO RULE 419. THE OFFERING
PROCEEDS OF $100,000 AND THE SECURITIES PURCHASED BY INVESTORS MUST BE DEPOSITED
INTO AN ESCROW ACCOUNT.  AN AMOUNT OF UP TO 10% OF THE OFFERING ($10,000) MAY BE
WITHDRAWN FROM ESCROW. WHILE HELD IN ESCROW, THE SECURITIES MAY NOT BE TRADED OR
TRANSFERRED UNTIL WE MAKE AN ACQUISITION  WHICH MEETS THE CRITERIA  SPECIFIED IN
RULE  419 AND  INVESTORS  HOLDING  A  SUFFICIENT  PERCENTAGE  OF THE  SECURITIES
RECONFIRM THEIR INVESTMENT IN ACCORDANCE WITH RULE 419'S PROCEDURES. PURSUANT TO
THESE  PROCEDURES,  WE WILL  DELIVER TO ALL  INVESTORS  A NEW  PROSPECTUS  WHICH
DESCRIBES  THE  ACQUISITION  CANDIDATE  AND ITS BUSINESS  AND  INCLUDES  AUDITED
FINANCIAL STATEMENTS.  WE MUST RETURN THE PRO-RATA PORTION OF THE ESCROWED FUNDS
TO ANY  INVESTOR  WHO DOES NOT  ELECT TO REMAIN AN  INVESTOR.  UNLESS  INVESTORS
HOLDING 80% OF THE UNITS ELECT TO REMAIN,  ALL INVESTORS WILL RECEIVE THEIR PRO-
RATA PORTION OF THE ESCROWED FUNDS; AND NONE OF THE ESCROWED  SECURITIES WILL BE
ISSUED  TO THEM.  IN THE EVENT WE DO NOT  CONSUMMATE  AN  ACQUISITION  WITHIN 18
MONTHS OF THE DATE OF THE  PROSPECTUS,  THE ESCROWED FUNDS WILL BE RETURNED ON A
PRO-RATA  BASIS  TO ALL  INVESTORS.  (SEE  "INVESTORS'  RIGHTS  AND  SUBSTANTIVE
PROTECTIONS UNDER RULE 419.")

     WHILE  SECURITIES  ARE HELD IN  ESCROW,  RULE  15g-8  UNDER THE  SECURITIES
EXCHANGE  ACT  MAKES IT  UNLAWFUL  FOR ANY  PERSON  TO SELL OR OFFER TO SELL THE
ESCROWED  SECURITIES  OR ANY INTEREST IN THEM. AS A RESULT,  INVESTORS  WOULD BE
PROHIBITED FROM MAKING ANY  ARRANGEMENTS TO SELL THE ESCROWED  SECURITIES  UNTIL
THEY ARE  RELEASED  FROM  ESCROW.  (SEE "HIGH RISK  FACTORS #7 -- NO TRANSFER OF
ESCROWED SECURITIES,  "INVESTORS' RIGHTS AND SUBSTANTIVE  PROTECTIONS UNDER RULE
419 -- DEPOSIT OF OFFERING  PROCEEDS AND SECURITIES."


                                      2
<PAGE>

     THESE SECURITIES ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK, AND
SHOULD  BE  PURCHASED  ONLY BY  PERSONS  WHO CAN  AFFORD  TO LOSE  THEIR  ENTIRE
INVESTMENT.  SEE "HIGH RISK  FACTORS" FOR SPECIAL  RISKS  CONCERNING  US AND SEE
"DILUTION" FOR INFORMATION CONCERNING DILUTION FROM THE PUBLIC OFFERING PRICE OF
THE BOOK VALUE OF THE SHARES CONTAINED IN THE UNITS.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION (THE "SEC") NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THE  PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     PRIOR TO THE OFFERING  THERE HAS BEEN NO PUBLIC MARKET FOR OUR  SECURITIES.
WE CANNOT  GUARANTEE THAT A TRADING MARKET IN THE UNITS (OR THE SHARES OF COMMON
STOCK OR WARRANTS WHICH CONSTITUTE THE UNITS) WILL EVER DEVELOP.

     We have  filed  with the SEC  under  the  Securities  Act,  a  registration
statement with respect to the units.  We have not included in the prospectus all
of the  information  in the  registration  statement and the attached  exhibits.
Statements  of the contents of any document are not  necessarily  complete.  You
should be aware that copies of these  documents are contained as exhibits to the
registration  statement.  We will provide to you a copy of any of the referenced
information  if you  contact  us at 950 11th  Street,  West  Vancouver,  British
Columbia V7T 2M3 Canada,  Attention:  Chief Financial  Officer,  telephone (604)
926-6775.

     As of the  effective  date  of the  registration  statement,  we  will be a
reporting  company  and will be subject  to the  reporting  requirements  of the
Securities  Exchange Act. We will file periodic reports voluntarily in the event
that our obligation to file such reports is suspended under Section 15(d) of the
Securities  Exchange Act. Our filings may be inspected and copied without charge
at the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following  regional  offices:  Seven World Trade  Center,  13th
Floor, New York, New York 10048,  and Northwest Atrium Center,  500 West Madison
Street,  Suite  1400,  Chicago,  Illinois  60661.  Copies of our  filings can be
obtained  from the Public  Reference  Section of the SEC,  Room 1024,  Judiciary
Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at prescribed rates. We
will file registration  statements  (including this one) and other documents and
reports  electronically  through the  Electronic  Data  Gathering,  Analysis and
Retrieval  System  ("EDGAR")  which are  publicly  available  through  the SEC's
Internet World Wide Web site (http://www.sec.gov).

     We intend to furnish to our  stockholders,  after the close of each  fiscal
year, an annual report  containing  audited  financial  statements  examined and
reported upon by an  independent  certified  public  accountant  relating to our
operations. In addition, we may furnish to our stockholders,  from time to time,
such other reports as may be  authorized  by our board of directors.  Our year -
end is December 31.

     WE  HAVE  NOT   AUTHORIZED   ANYONE   TO  GIVE   INFORMATION   OR  TO  MAKE
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THE  PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY US.  THE  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION  WOULD BE UNLAWFUL.  THE DELIVERY OF THE PROSPECTUS  SHALL
NOT UNDER ANY  CIRCUMSTANCES  CREATE AN IMPLICATION  THAT THERE HAS NOT BEEN ANY
CHANGE IN OUR  AFFAIRS  SINCE  THE DATE OF THE  PROSPECTUS.  HOWEVER,  WE DO NOT
CONSIDER ANY CHANGES THAT MAY HAVE OCCURRED MATERIAL TO AN INVESTMENT  DECISION.
IN THE EVENT THERE HAS BEEN ANY MATERIAL  CHANGE IN OUR AFFAIRS,  WE WILL FILE A
POST-EFFECTIVE  AMENDMENT TO THE REGISTRATION  STATEMENT DESCRIBING THE CHANGES.
WE RESERVE THE RIGHT TO REJECT ANY ORDER FOR THE PURCHASE OF UNITS,  IN WHOLE OR
IN PART.

     Until 90 days  after the date  when the  escrowed  funds  and  certificates
representing the common stock and warrants are released from escrow, all dealers
effecting  transactions  in the units,  or shares or warrants  contained  in the
units, may be required to deliver a prospectus.

                                      3
<PAGE>


                              TABLE OF CONTENTS


                                                                  Page
                                                                  ----

PROSPECTUS SUMMARY.............................................

SUMMARY FINANCIAL INFORMATION..................................

INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419....

HIGH RISK FACTORS..............................................

DILUTION.......................................................

USE OF PROCEEDS................................................

CAPITALIZATION.................................................

PROPOSED BUSINESS..............................................

MANAGEMENT.....................................................

STATEMENT AS TO INDEMNIFICATION................................

MARKET FOR OUR COMMON STOCK....................................

CERTAIN TRANSACTIONS...........................................

PRINCIPAL STOCKHOLDERS.........................................

DESCRIPTION OF SECURITIES......................................

PLAN OF DISTRIBUTION...........................................

EXPIRATION DATE................................................

LITIGATION.....................................................

LEGAL OPINIONS.................................................

EXPERTS........................................................

FURTHER INFORMATION............................................

FINANCIAL STATEMENTS...........................................


                                      4
<PAGE>


                              PROSPECTUS SUMMARY

     This section  contains  summaries  of detailed  information  and  financial
statements  (including  attached  footnotes)  which are part of the  prospectus.
Investment  in these  securities  involves  a high  degree of risk.  You  should
carefully consider the information set forth under "High Risk Factors."

     The prospectus contains  forward-looking  statements.  Because of risks and
uncertainties,  our  actual  results  may  differ  materially  from the  results
discussed  in  these  forward-looking  statements.  You are  urged  to read  the
prospectus in its entirety.

    The Company
    -----------
     We were organized  under the laws of the State of Delaware on September 28,
1999 as a vehicle to acquire or merge with a busines.  Our  management  believes
that  our   characteristics  as  an  enterprise  with  liquid  assets,   nominal
liabilities  and   flexibility  in  structuring   will  make  us  an  attractive
combination  candidate.  None of our officers,  directors,  promoters,  or their
affiliates or associates  have had any preliminary  contact or discussions  with
any  representative  of the owners of any business  regarding the possibility of
any  acquisition or merger  transaction.  We have no present  plans,  proposals,
arrangements  or  understandings  with any  representative  of the owners of any
business regarding the possibility of an acquisition or merger  transaction.  We
do not intend to engage in the business of investing,  reinvesting or trading in
securities as our primary  business or pursue any business which would render us
an  "investment   company"  under  the  Investment  Company  Act  of  1940  (the
"Investment  Company  Act").  (See "High Risk  Factors  #18 --  Regulation"  and
"Proposed Business -- Regulation.")

     Since our  organization,  our  activities  have been limited to the initial
sale of shares of our common stock in connection with our  organization  and the
preparation  of the  registration  statement and the  prospectus for our initial
public  offering.  We will not  engage in any  substantive  commercial  business
following the offering. (See "Proposed Business -- Plan of Operation.")

     We maintain our office at 950 11th Street, West Vancouver, British Columbia
V7T 2M3 Canada. Our phone number is (604) 926-6775.

The Offering

Units offered....................................................   1,000,000
 (See "Description of Securities".)                                 units

Common Stock outstanding
prior to the offering............................................   2,000,000
                                                                    shares
Common Stock to be
outstanding after the offering...................................   3,000,000
                                                                    shares
Warrants outstanding
prior to the offering............................................           0
                                                                    warrants
Warrants to be
outstanding after the offering...................................   5,000,000
                                                                    warrants

                                      5
<PAGE>

Offering Conducted in Compliance with Rule 419
- ----------------------------------------------
     We are a blank check company which is a development stage company. Our sole
business purpose is to merge with or acquire a presently unidentified company or
business.  Consequently, the offering is being conducted in compliance with Rule
419.  The  securities  purchased  by  investors  and the funds  received  in the
offering  will be deposited and held in an escrow  account until an  acquisition
meeting specific criteria is completed (except for 10% of the funds which we may
withdraw).  Before the  acquisition can be completed and before the remainder of
the investors' funds can be released to us and securities can be released to the
investors,  we are required to update the  registration  statement  with a post-
effective  amendment,  and within the five days after its effective date, we are
required to furnish investors with a prospectus.  The prospectus,  which is part
of the  post-effective  amendment,  will  contain the terms of a  reconfirmation
offer and  information  regarding  the proposed  acquisition  candidate  and its
business,  including audited financial statements.  Investors must have no fewer
than 20 and no  more  than 45  business  days  from  the  effective  date of the
post-effective  amendment to decide to reconfirm their  investment and remain an
investor or, alternately,  require the return of their investment, minus certain
deductions. Any investor not making a decision within 45 days will automatically
have his or her invested  funds  returned.  If we do not complete an acquisition
meeting specified  criteria within 18 months of the date of the prospectus,  all
of the  funds in the  escrow  account  must be  returned  to  investors.  If the
offering  period is extended to its limit,  we will have only 15 months in which
to consummate a merger or acquisition.  (See "Investors'  Rights and Substantive
Protection Under Rule 419 -- Reconfirmation Offering.")

High Risk Factors
- -----------------
     An investment  in our  securities  is highly  speculative,  involves a high
degree of risk and should be  purchased  only by a person who can afford to lose
his or her  entire  investment.  See  "High  Risk  Factors"  for  special  risks
concerning us and "Dilution"  for  information  concerning  dilution of the book
value of the investors' shares which are contained in the units purchased in the
offering.

Determination of Offering Price
- -------------------------------
     We  arbitrarily  determined  the  offering  price of $0.10 per unit for the
securities  we are  offering.  This price bears no relation to our assets,  book
value, or any other customary investment  criteria,  including our lack of prior
operating  history.  Among the factors we considered in determining the offering
price were estimates of our business potential, our limited financial resources,
the  amount  of  equity  and  control  desired  to be  retained  by the  present
stockholders,  the  amount of  dilution  to  public  investors  and the  general
condition of the  securities  markets.  (See "High Risk Factors #22 -- Arbitrary
Determination of Offering Price.")

Use of Proceeds
- ---------------
     Of the  offering  proceeds  of  $100,000  to be placed in escrow,  10%,  or
$10,000,  may be released to us prior to an offering whereby investors reconfirm
their  investment in accordance with  procedures  prescribed by Rule 419. We are
entitled to this  percentage of the proceeds of the offering and our  management
intends to request the release of these funds.  We will receive the remainder of
the escrowed funds when we consummate a business  combination.  (See "Investors'
Rights and Substantive  Protection Under Rule 419 -- Reconfirmation  Offering.")
Funds  received from investors in the offering will be deposited and will remain
in an interest-bearing account maintained by Torrington Savings Bank. We may not
commit any of the  escrowed  funds as  consideration  for the  acquisition  of a
target company.  In the event that we use our common stock as  consideration  to
effect a business combination, the balance of the escrowed funds will be used to
finance the operations of the acquired business.

                                      6
<PAGE>

     We will not use any of the proceeds of the offering to repay debt.  We have
not  incurred,  nor do we  intend  to  incur,  any debt in  connection  with our
organizational  activities.  Our  management  is not aware of any  circumstances
under  which this  policy,  through  its own  initiative,  may be  changed.  Our
president  will be paid $500 per month from the conclusion of the offering until
the  consummation  of a  business  combination.  Based on an oral  understanding
between us and our management,  no additional  management  compensation  will be
paid or will accrue. Our management is unaware of any circumstances  under which
such policy,  through its own initiative,  may be changed. Since the role of our
present management after we consummate a business  combination is uncertain,  we
are unable to determine  what  remuneration,  if any, will be paid to management
after we consummate a business combination. (See "Use of Proceeds.")

                          SUMMARY FINANCIAL INFORMATION

     The following is a summary of our financial information and is qualified in
its entirety by our audited financial statements.

                                       From September 28, 1999
                                        to September 30, 1999
                                       -----------------------

Statement of Income Data:
 Net Sales                                  $         0
 Net Loss                                   $         0
 Net Loss Per Share                         $         0
 Shares Outstanding at 9/30/99                2,000,000



                                                           Pro-Forma
                                        As of               After
                                   September 30, 1999     Offering (1)
                                   ------------------------------------

Balance Sheet Data
 Working Capital                       $   20,000       $  119,500
 Total Assets                          $   20,500       $  120,000
 Long Term Debt                        $        0       $        0
 Total Liabilities                     $      500       $        0
 Shareholders' Equity                  $   20,000       $  120,000


(1)  Upon the sale of all the units in the  offering,  we will receive  funds of
     $100,000,  all of which  must be  deposited  in an escrow  account.  We may
     withdraw from escrow and use $10,000 as working  capital in order to seek a
     target  company.  Our management  intends to request release of these funds
     from escrow.

                                      7
<PAGE>


INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419

Deposit of Offering Proceeds and Securities
- -------------------------------------------

     The proceeds from the offering and the securities purchased by investors in
the offering must be deposited into an escrow account.  The escrowed  securities
and funds (except for 10% of the escrowed  funds which may be released  prior to
the  reconfirmation  offering)  may not be released to the  investors and to us,
respectively, until after we have met these basic conditions:

(1)  We must execute an agreement for an acquisition.

(2)  We must file a post-effective amendment to the registration statement which
     includes the terms of a reconfirmation offer. The post-effective  amendment
     must also contain information  regarding the acquisition  candidate and its
     business, including audited financial statements.

(3)  We  must  conduct  the  reconfirmation  offering  and  satisfy  all  of the
     prescribed   conditions,   including  the  condition   that  investors  who
     contributed 80% of the offering proceeds must elect to remain investors.

(4)  We must  submit  a  signed  representation  to the  escrow  agent  that the
     requirements of Rule 419 have been met and the acquisition is consummated.

     Accordingly,  we have  entered  into an escrow  agreement  with  Torrington
Savings Bank, 129 Main Street, Torrington, Connecticut which provides that:

(1)  The proceeds of the offering  must be deposited  promptly upon receipt into
     an escrow account maintained by the escrow agent. 10% of the escrowed funds
     may be released to us prior to the  reconfirmation  offering.  The escrowed
     funds can only be invested in bank  deposits,  money market mutual funds or
     federal  government  securities  or  securities  for which the principal or
     interest  is  guaranteed  by  the  federal  government.  Any  dividends  or
     interest, if any, must be held for the sole benefit of the investors.

(2)  All  securities  issued  in  connection  with the  offering  and any  other
     securities  issued  with  respect to such  securities,  such as  securities
     issued as a result of stock splits,  stock dividends or similar rights, are
     to be deposited  directly into the escrow  account  promptly upon issuance.
     The   identities  of  the  investors  are  to  be  included  on  the  stock
     certificates  and  other  documents  evidencing  the  escrowed  shares  and
     warrants. The escrowed securities will remain as issued, and are to be held
     for the sole benefit of the  investors  who retain the voting rights of the
     shares of common stock held in their names. The escrowed securities may not
     be transferred,  disposed of nor any interest created in them other than by
     will or the laws of descent  and  distribution,  or pursuant to a qualified
     domestic relations order as defined by the Internal Revenue Code of 1986 or
     the Employee Retirement Income Security Act.

(3)  Warrants, convertible securities or other derivative securities relating to
     escrowed  securities may be exercised or converted in accordance with their
     terms.  However,  the  securities  received  upon  exercise  or  conversion
     together with any cash or other  consideration  paid in connection with the
     exercise  or  conversion  are to be  promptly  deposited  into  the  escrow
     account.

                                      8
<PAGE>

Prescribed Acquisition Criteria
- -------------------------------
     Rule 419 mandates  that before the  escrowed  funds and  securities  may be
released, we must first execute an agreement to acquire an acquisition candidate
for which the fair value of its business  represents at least 80% of the maximum
offering  proceeds.  Maximum offering  proceeds  include the aggregate  offering
price of the units and the aggregate exercise price of the warrants contained in
the units.  The agreement must include,  for it to be  consummated,  a provision
stating that  investors who purchased at least 80% of the offering must elect to
reconfirm their  investments.  Thus, the fair value of the business or assets to
be acquired must be at least $4,080,000 (80% of $5,100,000).

Post-Effective Amendment
- ------------------------
     Once an agreement  governing the  acquisition  of a business  meeting these
criteria has been  executed,  Rule 419 requires that we update the  registration
statement with a post-effective  amendment.  The  post-effective  amendment must
contain information about the proposed acquisition candidate and its business or
range of businesses, including  audited financial statements, the results of the
offering  and the use of the funds  disbursed  from escrow.  The  post-effective
amendment must also include the terms of the reconfirmation offering.

Reconfirmation Offering
- -----------------------
     Our reconfirmation  offering cannot commence until after the effective date
of the  post-effective  amendment.  Pursuant  to  Rule  419,  the  terms  of the
reconfirmation offering must include the following conditions:

(1)  We must send the prospectus  contained in the  post-effective  amendment to
     each investor  within five  business  days after the effective  date of the
     post-effective amendment.

(2)  Each  investor will have no fewer than 20 and no more than 45 business days
     from the  effective  date of the  post-effective  amendment to notify us in
     writing that the investor elects to remain an investor.

(3)  If we receive written  notification  that an investor has voted against the
     proposed  acquisition or if we do not receive written notification from any
     investor  within 45  business  days  following  the  effective  date of the
     registration statement, the pro rata portion of the escrowed funds (and any
     related  interest  or  dividends)  held  in  the  escrow  account  on  that
     investor's  behalf will be returned to the  investor  within five  business
     days by first class mail or other equally prompt means.

(4)  The  acquisition  will be  consummated  only if, at minimum,  the number of
     investors who own 80% of the units elect to reconfirm their investment.

(5)  If a consummated acquisition has not occurred by 18 months from the date of
     the prospectus,  the escrowed funds shall be returned to all investors on a
     pro rata  basis  within  five  business  days by first  class mail or other
     equally prompt means.

                                      9
<PAGE>

Release of Escrowed Securities and Escrowed Funds
- ---------------------------------------------------
     The escrowed  funds and securities may be released to us and the investors,
respectively, after:

(1)  The escrow agent has received a signed representation from us and any other
     evidence acceptable to it that:

     (a)  We have executed an agreement for the acquisition of a target business
          for which the fair market  value of the business  represents  at least
          80% of the maximum offering proceeds, including the aggregate exercise
          price of the  warrants,  and have  filed the  required  post-effective
          amendment; and

     (b)  The post-effective amendment has been declared effective; the mandated
          reconfirmation  offering having the conditions  prescribed by Rule 419
          has been complied  with;  and we have  satisfied all of the prescribed
          conditions of the reconfirmation offer.

(2)  We have consummated the acquisition of the business with a fair value of at
     least 80% of the maximum  proceeds,  including  aggregate  warrant exercise
     price.

     In the  event  we have  satisfied  all  the  prescribed  conditions  of the
reconfirmation  offer,  but certain  investors  vote against the  reconfirmation
offer, the escrow agent will return their investments to them (plus interest but
less 10% of the invested funds if they have been previously  released to us) and
return certificates representing the securities purchased by such investor to us
for cancellation.  In the event, the prescribed conditions of the reconfirmation
offer are not met,  the escrow  agent will return all the  invested  funds (plus
interest  but  less  10% of the  invested  funds if they  have  previously  been
released  to us) to the  investors  on a pro rata basis and return  certificates
representing the purchased securities to us for cancellation.

                              HIGH RISK FACTORS

THE SECURITIES  OFFERED  HEREBY ARE HIGHLY  SPECULATIVE IN NATURE AND INVOLVE AN
EXTREMELY  HIGH DEGREE OF RISK AND SHOULD BE  PURCHASED  ONLY BY PERSONS WHO CAN
AFFORD  TO  LOSE  THEIR  ENTIRE  INVESTMENT.   SEE  "DILUTION"  FOR  INFORMATION
CONCERNING  DILUTION OF THE BOOK VALUE OF THE INVESTORS'  SHARES FROM THE PUBLIC
OFFERING.

1.   Anticipated Change in Control and Management
     --------------------------------------------
     If the offering is sold, our management and current stockholders,  will own
66.7% of our common stock.  Therefore,  our management and current  stockholders
would  continue to own a  controlling  interest  and would able to elect all our
directors.  Upon  the  successful  completion  of  a  business  combination,  we
anticipate  that we will  have to issue to the  owners of the  acquired  company
authorized but unissued  common stock which will comprise a majority of the then
issued and outstanding shares of our common stock. Therefore, we anticipate that
the  consummation of a business  combination  will result in a change of control
which will most  likely  result in the  resignation  or  removal of our  present
officers and directors.  If there is a change in  management,  we can provide no
assurance of the experience or qualification of the new management either in the
operation of the business,  assets or property  being  acquired.  (See "Proposed
Business.")

                                      10
<PAGE>

2.   New Business Development Stage
     ------------------------------
     We were recently incorporated as a vehicle to effect a business combination
and  have had no  operations  to date.  We can  give no  assurance  that we will
succeed  in  effecting  a  business  combination  and,  even if we do,  that the
business  combination  will  result in revenue or profit.  Since we have not yet
attempted  to seek a business  combination,  and due to our lack of  experience,
investors  will  have only a very  limited  basis  upon  which to  evaluate  the
prospectus.  We face all risks associated with any new business.  Any investment
should be considered an extremely  high risk  investment and should be purchased
only by persons who can afford to lose their entire  investment.  As of the date
of the  prospectus,  we have not entered into or negotiated any  arrangements to
acquire a target business. (See "Proposed Business.")

3.   Use of Proceeds.
     ----------------
     Pursuant to Rule 419, we must hold at least 90% of the net  proceeds of the
offering in escrow pending the consummation of a business combination which must
occur  within  18  months of  the date of the  prospectus.  The  funds  from the
offering may not be  sufficient  for us to find a business  combination.  We may
disburse 10% of the escrowed  proceeds prior to our  consummation  of a business
combination.  We intend to request  release of these funds. If we do not request
release of these funds,  we will receive the funds when we consummate a business
combination. (See "Use of Proceeds",  "Proposed Business" and "Investors' Rights
and Substantive Protection under Rule 419.")

4.   No Access to Investors' Funds While Held In Escrow
     --------------------------------------------------
     We are offering for sale  1,000,000  units,  at $0.10 per unit. The maximum
offering  period is 90 days. We cannot  provide any assurance that all 1,000,000
units will be sold during the offering  period.  Investors  have no right to the
return or the use of their funds and cannot  receive  interest on their invested
funds until the conclusion of the offering.  Even upon the sale of the 1,000,000
units,  the  investor'  funds  (reduced by 10% for expenses as permitted by Rule
419) will remain in escrow,  in an interest - bearing  account.  Investors  will
have no  right to the  return  of or the use of  their  funds or the  securities
purchased for a period of up to 18 months from the date of the prospectus.

     Investors will be offered the return of the pro rata portion of their funds
held in escrow only if

     (a)  they  vote  against  reconfirmation  in  the  reconfirmation  offering
          required to be conducted  upon  execution of an agreement to acquire a
          suitable target business; or

     (b)  if we are  unable to locate a target  business  meeting  the  mandated
          acquisition  criteria.  However, in that event,  investors may have to
          wait 18  months  from  the  date of the  prospectus  before a pro rata
          portion of their funds is returned with interest.

     (See  "Investors'  Rights  and  Substantive  Protection  Under  Rule 419 --
Prescribed Acquisition Criteria.")

5.   Failure of Sufficient Number of Investors to Reconfirm Investment
     ----------------------------------------------------------------
     We cannot consummate a business  combination with a target business unless,
in connection with the  reconfirmation  offering required by Rule 419, investors
owning at least 80% of the units elect to reconfirm their investments. If, after
completion of the reconfirmation  offering,  a sufficient number of investors do
not  reconfirm  their   investment,   the  business   combination  will  not  be
consummated.  In that event, the securities held in escrow will be cancelled and
the escrowed funds will be returned to investors on a pro rata basis.

     Up to 50% of the units may be purchased by our officers, directors, current
stockholders  and their  affiliates  or  associates.  Units  purchased  by these
insiders will be included in determining  whether investors  representing 80% of
the maximum offering  proceeds elect to reconfirm their  investment.  Therefore,
the substantive  benefit of an objective 80%  reconfirmation by investors may be
reduced in the event of substantial  insider purchases of units in the offering,
as it is likely that such insiders  will elect to reconfirm a proposed  business
combination.


                                      11
<PAGE>



6.   Extremely Limited Capitalization
     --------------------------------
     As of September 30, 1999, we had assets of $20,500 and $500 in liabilities.
Upon the sale of the units in the  offering,  we will  receive  net  proceeds of
$100,000,   all  of  which  must  be  placed  in  escrow.  We  may  use  $10,000
(representing 10% of the offering proceeds) to seek a business combination.  Our
management  intends to request release of these funds from escrow.  If we do not
request  release  of these  funds,  we will  receive  the  funds in the  event a
business  combination is consummated.  We will cover the costs of conducting our
business  activities  with  money  in  our  treasury.  Even,  assuming  suitable
prospects are identified,  we may be unable to complete an acquisition or merger
due to a  lack  of  sufficient  funds.  Therefore,  we  may  require  additional
financing  in the future in order to  consummate  a business  combination.  Such
financing  may consist of the issuance of debt or equity  securities.  We cannot
give any  assurances  that such funds will be available,  if needed,  or whether
they will be available on terms  acceptable to us.  Although it is unlikely that
we will need additional  funds,  such need may occur if a target company insists
that we  obtain  additional  capital.  Such  financing  will not  occur  without
stockholder approval.  We will not borrow funds from our officers,  directors or
current stockholders.  If we do not consummate an acquisition or purchase within
18 months of the date of the  prospectus,  we must  return all the funds,  (plus
interest  but minus  the  funds,  limited  to a maximum  of 10%,  released  from
escrow),  on a pro rata basis,  back to the  investors.  (See "Use of Proceeds,"
"Proposed  Business," and "Investors'  Rights and Substantive  Protection  Under
Rule 419.")

7.   No Transfer of Escrowed Securities
     ----------------------------------
     No  transfer  or other  disposition  of the  escrowed  securities  shall be
permitted  other  than by  will or the  laws of  descent  and  distribution,  or
pursuant  to a qualified  domestic  relations  order as defined by the  Internal
Revenue Code of 1986,  or pursuant to the Employee  Retirement  Income  Security
Act, or the rules thereunder.  Pursuant to Rule 15g-8 of the Securities Exchange
Act, it is unlawful for any person to sell or offer to sell the  securities  (or
any interest in or related to the securities) held in escrow other than pursuant
to a qualified  domestic relations order.  Therefore,  any and all contracts for
sale to be satisfied by delivery of the escrowed securities (e.g., contracts for
sale on a when,  as, and if issued basis) and sales of derivative  securities to
be  settled  by  delivery  of  the  securities  are  prohibited.  It is  further
prohibited to sell any interest in the escrowed  securities  (or any  derivative
securities)  whether or not  physical  delivery is  required.  (See  "Investors'
Rights and Substantive Protection Under Rule 419.")

8.   No Assurances of a Public Market
     --------------------------------
     Pursuant to Rule 419,  all  securities  purchased in an offering by a blank
check  company (as well as securities  issued in connection  with an offering to
underwriters,  promoters or others as  compensation or otherwise) must be placed
in an escrow account. [We do not intend to issue any securities to underwriters,
promoters or others in connection with the offering.]  These securities will not
be released from escrow until the consummation of a merger or acquisition. There
is no present market for our common stock and there is little  likelihood of any
active and liquid  public  trading  market  developing  following the release of
securities from escrow.  Thus,  stockholders may find it difficult to sell their
shares.  To date,  neither we, nor anyone  acting on our behalf,  have taken any
affirmative  steps to request or encourage any  broker-dealer to act as a market
maker  for  our  common  stock.  Further,  there  have  been no  discussions  or
understandings,  preliminary  or  otherwise,  between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the  future  trading  market,  if any,  for our  common  stock.  Our  present
management  has no  intention  of seeking a market maker for our common stock at
any  time  prior  to the  reconfirmation  offer  to be  conducted  prior  to the
consummation of a business combination.  However, we may, after the consummation
of a business  combination,  employ  consultants  or advisors  to obtain  market
makers.  Our  management  expects,  however,  that  activities in this area will
ultimately be  undertaken by management in control after a business  combination
is  reconfirmed  by the  stockholders.  (See  "Market for Our Common  Stock" and
"Investors' Rights and Substantive Protection Under Rule 419.")


                                      12
<PAGE>

     9.  Unspecified   Industry  and  Acquired  Business;   Unascertained  Risks
- --------------------------------------------------------------- To date, we have
not  selected  any  particular  industry in which to  concentrate  our  business
combination efforts. In relation to our competitors, we are and will continue to
be  an   insignificant   participant   in  the  business  of  seeking   business
combinations.   A  large  number  of  established  and  well-financed  entities,
including  investment banking and venture capital firms, have recently increased
their  merger  and  acquisition  activities.   Nearly  all  such  entities  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than  we  do  and,  consequently,  we  will  be  at a  competitive
disadvantage  in  identifying  suitable  merger or  acquisition  candidates  and
successfully  consummating a proposed  merger or  acquisition.  Also, we will be
competing  with other blank  check or public  shell  companies.  (See "High Risk
Factors  #10  --  Conflicts  of  Interest" "Management's  Fiduciary  Duties" and
"Proposed Business" )

10.  Conflicts of Interest - Management's Fiduciary Duties
     -----------------------------------------------------
     A  conflict  of  interest  may  arise  between  our  management's  personal
pecuniary interest and its fiduciary duty to our stockholders.  Investors should
note that the  present  stockholders  will own 66.7% of our  outstanding  common
stock after the offering is  completed  and would  therefore  continue to retain
control  assuming  none  of  them  purchase  units  in  the  offering.   Present
stockholders  may  purchase  up to 50%  of the  units  in the  offering.  Barney
Magnusson,  President and Treasurer,  and his wife, Leslie McGuffin,  Secretary,
own a total of 250,000 shares comprising 12.5% of the outstanding  shares before
the offering and 8.3% after the offering.  Further, our management's interest in
its own pecuniary  interest may at some point compromise their fiduciary duty to
our  stockholders.  No  proceeds  from the  offering  will be used to  purchase,
directly or  indirectly,  any shares of our common stock owned by our management
or any present stockholder, director or promoter. (See "Management.")

11.  Conflicts of Interest With Other Enterprises
     --------------------------------------------
     Our  directors  and  officers  are  or  may  become,  in  their  individual
capacities,  officers,  directors,  controlling  stockholders and/or partners of
other  entities  engaged in a variety of  businesses.  Each of our  officers and
directors is engaged in outside business activities, and the amount of time they
will devote to our business is anticipated to be only about five to twenty hours
each per week.  Conflicts with other blank check companies with which members of
our management  may become  affiliated in the future may arise in the pursuit of
business combinations.  To aid the resolution of such conflicts, we have adopted
a procedure  whereby in the confirmation  offer to our stockholders to be called
to vote upon a business combination with an affiliated entity,  stockholders who
also hold  securities of such  affiliated  entity will be required to vote their
shares of our stock in the same  proportion  as the public shares of holders who
are not affiliates are voted.  Such procedure has been orally agreed to with our
management and will be incorporated  in any acquisition  agreement with a target
company in which any of our shareholders has an interest.

     Our officers and directors are not currently  involved in other blank check
companies,  but may become so involved in the  future.  A potential  conflict of
interest  may  result if and when any of our  officers  becomes  an  officer  or
director of another company,  especially  another blank check company.  There is
presently no requirement contained in our certificate of incorporation,  by-laws
or minutes which  requires that our officers and  directors  disclose  potential
target businesses which come to their attention.  Our officers and directors do,
however,  have a  fiduciary  duty  of  loyalty  to  disclose  to us  any  target
businesses  which come to their  attention  in their  capacity  as an officer or
director or otherwise.  Through an oral  understanding  with our management,  we
will not acquire any company in which more than a majority of its capital  stock
is beneficially owned by any of our officers, directors,  promoters,  affiliates
or associates or a combination thereof. (See "Management.")

                                      13
<PAGE>

12.  Potential Related Party Business Combination
     --------------------------------------------
     We may  acquire a  business  in which our  promoters,  management  or their
affiliates own a minority beneficial  interest.  In such event, such transaction
may be considered a related party transaction and not at arms-length. We are not
presently  contemplating  a  related  party  transaction.  If  a  related  party
transaction is considered in the future, we intend to seek stockholder  approval
through a vote of  stockholders.  However,  stockholders  objecting  to any such
related  party  transaction  will be able  only to  request  the  return  of the
pro rata  portion of their invested funds held in escrow in connection  with the
reconfirmation  offering.  (See  "Investors'  Rights and Substantive  Protection
under Rule 419.")

13.  Possible Disadvantages of Blank Check Offering
     ----------------------------------------------
     Our business may involve the  acquisition of or merger with a company which
does not need  substantial  additional  capital but which desires to establish a
public trading market for its shares. A company which seeks our participation in
attempting to consolidate its operations through a merger, reorganization, asset
acquisition, or some other form of combination may desire to do so to avoid what
it may deem to be adverse  consequences of itself undertaking a public offering.
Factors  desired to be avoided by the target  company may include  time  delays,
significant  expense,  loss of voting control and the inability or unwillingness
to comply with  various  federal and state laws  enacted for the  protection  of
investors. Thus, in making an investment, each investor should recognize that he
or she may be doing so under terms which may  ultimately be less  favorable than
could be obtained by making an investment  directly in a company with a specific
business. (See "Proposed Business.")

14.  Lack of Market Research or Identification of Acquisition or Merger
     Candidate
     ------------------------------------------------------------------
     We have neither  conducted nor have others made  available to us results of
market research  concerning the feasibility of any target  business.  Therefore,
our management has no assurances that market demand exists for an acquisition or
merger as contemplated in the prospectus.  Our management has not identified any
particular  industry or specific business within an industry for evaluation.  We
can provide no  assurance  that we will be able to acquire a target  business on
favorable terms. (See "Proposed Business.")

15.  Success Dependent on Management
     -------------------------------
     Our officers and  directors  have no experience in the operation of a blank
check  company  and  limited  experience  in  locating  and  acquiring  a target
business.  However,  our  management  believes it has  sufficient  experience to
implement  our plan,  although  there is no  assurance  that we will not require
additional  managerial  assistance.  Our  success  depends on the active  parti-
cipation of our officers.  We have not entered into  employment  agreements with
these officers and do not contemplate  doing so. We have not obtained and do not
intend to purchase key man life  insurance on any of our officers or  directors.
(See "Proposed Business", "Management" and "Use Of Proceeds.")

    16. No Current Contemplated Business Combinations
        ---------------------------------------------
     As of the  date  of  the  prospectus,  none  of  our  officers,  directors,
promoters,  their  affiliates or associates have had any preliminary  contact or
discussions.   There  are  no  present   plans,   proposals,   arrangements   or
understandings  with any  representatives  of the owners of any target  business
regarding the possibility of a business combination.

                                      14
<PAGE>

17.  Lack of Diversification
     -----------------------
     In the event we are  successful in  identifying  and  evaluating a suitable
business  combination,  we will,  in all  likelihood,  be  required to issue our
common  stock  in  an  acquisition  or  merger  transaction.   Inasmuch  as  our
capitalization  is limited and the  issuance  of  additional  common  stock will
result in a dilution of interest for present and prospective stockholders, it is
unlikely we will be capable of negotiating  more than one acquisition or merger.
Consequently, our lack of diversification may subject us to economic fluctuation
within a particular  industry in which a target company conducts business.  (See
"Proposed Business.")

18.  Regulation
     ----------
     Although we will be subject to regulation  under the Securities Act and the
Securities  Exchange Act, our management believes that we will not be subject to
regulation under the Investment  Company Act. The Investment  Company Act, which
was  enacted  principally  for the  purpose of  regulating  vehicles  for pooled
investments  in  securities,  extends  generally to  companies  primarily in the
business of investing,  reinvesting,  owning, holding or trading securities. The
Investment  Company  Act may,  however,  also be  deemed to be  applicable  to a
company which does not intend to be characterized  as an investment  company but
which, nevertheless,  engages in activities which may be deemed to be within the
definition  of the scope of  certain  of its  provisions.  We  believe  that our
principal activities will not subject us to such regulation.  However, we cannot
offer  assurances  that we will not be  deemed  to be an  "Investment  Company."
Invested funds will be invested  primarily in certificates of deposit,  interest
bearing savings accounts or government securities. In the event we are deemed to
be an "Investment  Company," we may be subject to certain restrictions  relating
to our activities,  including  restrictions on the nature of our investments and
the issuance of securities. We have not obtained a formal determination from the
SEC as to our status under the Investment Company Act.

19.  Taxation
     --------
     In the course of any acquisition or merger we may undertake,  a substantial
amount of attention will be focused upon federal and state tax  consequences for
us and the target  company.  Presently,  under the  provisions  of  federal  and
various state tax laws, a qualified  reorganization  between  business  entities
will   generally   result  in   tax-free   treatment   to  the  parties  to  the
reorganization.  While we expect to undertake any merger or acquisition so as to
minimize  federal  and  state  tax  consequences  to all  parties,  there  is no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could  result in the  imposition  of both  federal  and state  taxes which would
constitute  a  substantial   adverse   effect.   (See   "Proposed   Business  --
Regulation.")

20.  No Dividends
     ------------
     We were  only  recently  organized,  have no  earnings,  and  have  paid no
dividends to date.  Since we were formed as a blank check  company with our only
intended business being the search for an appropriate business  combination,  we
do not anticipate having earnings until such time that a business combination is
effected.  However,  there are no assurances  that,  upon the  consummation of a
business combination, we will have earnings or issue dividends. Therefore, it is
not expected that cash dividends will be paid, if at all, to stockholders  until
after a business  combination is effected.  We anticipate that all profits after
the  consummation of a business  combination  will be reinvested in the acquired
business and not disbursed as dividends. (See "Dividends.")

                                      15
<PAGE>

21.  Restricted Resale of the Securities
     -----------------------------------
     The 2,000,000  shares of our common stock presently  issued and outstanding
are "restricted securities" as that term is defined under the Securities Act and
in the future may be sold in compliance with Rule 144 under that act or pursuant
to a registration statement filed under that act. Rule 144 provides, in essence,
that a person  holding  restricted  securities for a period of one year may sell
those securities in unsolicited brokerage transactions or in transactions with a
market maker,  every three months, in an amount equal to the greater of one (1%)
percent of our issued and outstanding common stock or one week's trading volume.
Sales of  unrestricted  shares by our  affiliates  are also  subject to the same
limitation upon the number of shares that may be sold in any three month period.
If all the units are sold, the holders of the  restricted  shares may each sell,
at a minimum,  30,000 shares during any three month period commencing October 1,
2000.  Additionally,  Rule  144  requires  that an  issuer  of  securities  make
available adequate current public  information with respect to the issuer.  Such
information  is  deemed   available  if  the  issuer   satisfies  the  reporting
requirements of sections 13 or 15(d) of the Securities  Exchange Act and of Rule
15c2-11  thereunder.  Rule  144(k)  also  permits  the  termination  of  certain
restrictions  on  sales  of  restricted  securities  by  persons  who  were  not
affiliates at the time of the sale and have not been affiliates in the preceding
three months.  Such persons must satisfy a two year holding period.  There is no
limitation on such sales and there is no requirement  regarding adequate current
public  information.  Investors  should be aware  that  sales  under Rule 144 or
144(k), or pursuant to a registration  statement filed under the Securities Act,
may have a depressive effect on the market price of our securities in any market
which may develop for our shares.

22.  Arbitrary Determination of Offering Price
     -----------------------------------------
     We  arbitrarily  determined  the  offering  price of $0.10 per unit for the
securities  we are  offering.  This price bears no relation to our assets,  book
value, or any other customary investment  criteria,  including our lack of prior
operating  history.  Among the factors we considered in determining the offering
price were estimates of our business potential, our limited financial resources,
the  amount  of  equity  and  control  desired  to be  retained  by the  present
stockholders,  the  amount of  dilution  to  public  investors  and the  general
condition of the securities markets. (See "Prospectus Summary.")

23.  Control by Present Management and Shareholders
     ----------------------------------------------
     Our present stockholders will own 66.7% of our shares of common stock after
the  offering is completed  and would  therefore  continue to exercise  control.
Barney Magnusson and Leslie  McGuffin,  our  President/Treasurer  and Secretary,
respectively, own 200,000 and 50,000 shares, comprising an aggregate of 12.5% of
the  outstanding  issued  common  stock  before the  offering and 8.3% after the
offering.  Our  certificate  of  incorporation  does not provide for  cumulative
voting.  There  are  no  arrangements,   agreements  or  understandings  between
non-management   stockholders   and   management   under  which   non-management
stockholders  may  directly  or  indirectly  participate  in  or  influence  the
management  of our affairs or to  exercise  their  voting  rights to continue to
elect the current  directors.  (See  "Principal  Stockholders",  "Dilution"  and
"Description of Securities").

24.  Immediate Substantial Dilution
     ------------------------------
     As of September  30, 1999,  the net tangible book value of our common stock
was $0.01 per  share,  substantially  less than the $0.10 per unit to be paid by
the public  investors  for each unit  containing  one share of common stock (and
five  common  stock  purchase  warrants).  In the  event all the units are sold,
public investors will sustain an immediate  dilution of approximately  $0.06 per
share in the book value of public investors' holdings. (See "Dilution.")

                                      16
<PAGE>

25.  Purchase of Shares
     ------------------
     Our officers,  directors,  current stockholders and any of their affiliates
or  associates  may  purchase a portion not to exceed an aggregate of 50% of the
units sold in the  offering.  Such  purchases  may be made in order to close the
offering as it is a "best efforts,  all or none" offering.  Shares  purchased by
our  officers,  directors  and  principal  stockholders  will  be  acquired  for
investment  purposes  and not with a view  toward  distribution.  See "High Risk
Factors  #5  --  Failure  of   Sufficient   Number  of  Investors  to  Reconfirm
Investment.")

26. State Law Violations
    --------------------
     We will use our best  efforts to ensure that sales of units will only occur
in those  states in which such sales would not be a violation of any state laws.
We will request our transfer agent to aid us in assuring such compliance.

27.  Business Combination Through A Leveraged Transaction
     ----------------------------------------------------
     We are not prohibited from  consummating a business  combination  through a
leveraged  transaction  in which we would  borrow  money to raise the  necessary
funds  for the  acquisition.  However,  investors  should  be aware  that such a
transaction could result in our assets being mortgaged and possibly  foreclosed.
The use of leverage to consummate a business  combination may reduce our ability
to incur  additional debt or declare  dividends.  Such leverage may also subject
our operations to strict financial controls and significant interest expense.

28.  Penny Stock Regulation
     ----------------------
     Broker-dealer  practices in connection with  transactions in "penny stocks"
are  regulated  by certain  penny stock rules  adopted by the SEC.  Penny stocks
generally  are equity  securities  with a price of less than $5.00  (other  than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq system,  provided that current price and volume  information with respect
to transactions  in such securities is provided by the exchange or system).  The
penny stock rules require a  broker-dealer,  prior to a  transaction  in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document  prepared by the SEC that provides  information about penny
stocks  and the  nature  and  level of  risks in the  penny  stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson  in the  transaction,  and monthly  account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
the penny stock rules require that prior to a  transaction  in a penny stock not
otherwise exempt from such rules the  broker-dealer  must make a special written
determination  that the penny stock is a suitable  investment  for the purchaser
and  receive  the  purchaser's  written  agreement  to  the  transaction.  These
disclosure  requirements  may have the effect of  reducing  the level of trading
activity in the secondary  market for a stock that becomes  subject to the penny
stock  rules.  If our common stock  becomes  subject to these penny stock rules,
investors in the offering may find it more difficult to sell their shares.

29.  Exercise of the Warrants May Have Dilutive Effect on Market
     -----------------------------------------------------------
     The warrants provide,  during their term,  opportunities for the holders to
exercise them and profit from the difference  between the exercise price and the
market price of our common stock,  causing dilution in the ownership interest in
us held by the then existing stockholders. Holders of warrants most likely would
exercise them and purchase the underlying  common stock at a time when we may be
able to obtain  capital  on terms more  favorable  than  those  provided  by the
warrants,  in which event the terms on which we may be able to obtain additional
capital would be affected adversely.

                                      17
<PAGE>

30.  Warrants Subject to Redemption
     ------------------------------
     Each  warrant  enables the holder to purchase one share of our common stock
at an exercise price of $1.00 for the two year period commencing the date of the
prospectus.  We may  redeem  the  warrants  for $.001  each upon 30 days'  prior
notice,  if the closing bid price of our common  stock,  as reported by the Over
the Counter  Bulletin  Board or other market on which our common  stock  trades,
exceeds $1.25 per share, for any twenty  consecutive  trading days ending within
ten days of the notice of redemption. If the warrants are called for redemption,
holders  may not be able to exercise  their  warrants if we have not updated the
prospectus in accordance  with the  requirements  of the  Securities  Act or the
common stock has not been  qualified  for sale under the laws of the state where
the holder resides. (See "See "High Risk Factors # 31 -- Requirements of Current
Prospectus and State Blue Sky  Registration  in Connection  With the Exercise of
the Warrants Which May Not Be Exercisable and May Therefore Be Valueless.")

     In addition,  a call for  redemption of the warrants could force the holder
either to

     (i)  assume the  necessary  updating of the  prospectus  and state blue sky
          qualifications,  exercise the warrants and pay the exercise price at a
          time when,  in the event of a decrease in market price from the period
          preceding the issuance of the call for redemption, it may be less than
          advantageous economically to do so, or

     (ii) accept the redemption price, which, in the event of an increase in the
          price of our  common  stock,  would  be  substantially  less  than the
          difference  between the exercise price and market value at the time of
          redemption.

     Upon 30 days' written notice to all holders of the warrants,  we shall have
the right to reduce the exercise price and/or extend the term of the warrants in
compliance with the requirements of Rule 13e-4 to the Securities Exchange Act to
the extent applicable. (See "Description of Securities.")

31.  Requirements  of  Current  Prospectus  and State Blue Sky  Registration  in
     Connection  with the Exercise of the Warrants  Which May Not Be Exercisable
     and May Therefore Be Valueless
     ---------------------------------------------------------------------------
     We will be able to issue  shares of our common  stock upon the  exercise of
the warrants only if (i) there is a current prospectus relating to the shares of
our common stock  underlying  the warrants as part of an effective  registration
statement  filed with the SEC and (ii) such  stock is, to the  extent  required,
then qualified for sale or exempt  therefrom under  applicable  state securities
laws of the  jurisdictions in which holders of warrants reside.  There can be no
assurance  that we will be  successful  in  maintaining  a current  registration
statement.  After the registration  statement becomes effective,  it may require
updating by the filing of post-effective amendments.

    A post-effective amendment is required under the Securities Act:

+    any time after nine months  subsequent to the date of the  prospectus  when
     any information contained in the prospectus is over sixteen months old;

+    when facts or events have occurred which represent a fundamental  change in
     the information contained in the registration statement; or

+    when any material change occurs in the information  relating to the plan or
     distribution of the securities registered by such registration statement.

                                      18
<PAGE>

     In addition,  we will be prevented  from issuing shares of our common stock
upon exercise of the warrants in those states where  exemptions are  unavailable
and we have failed to qualify our shares of common stock  issuable upon exercise
of  the  warrants.  We may  decide  not  to  seek  or  not  be  able  to  obtain
qualification of the issuance of such common stock in all of the states in which
the ultimate  purchasers of the warrants reside. In such a case, the warrants of
those  purchasers  will  expire  and have no value if such  warrants  cannot  be
exercised  or sold.  Accordingly,  the  market for the  warrants  may be limited
because of our  obligation to fulfill both of the foregoing  requirements.  (See
"Description of Securities.")

                                   DILUTION

     Our net tangible book value as of September  30, 1999 was $20,000.  Our net
tangible book value per share was $0.01.  Net tangible book value represents our
net tangible  assets which are our total assets less our total  liabilities  and
intangible assets.  (See "Financial  Statements.") The public offering price per
unit (each unit  containing  one share of common stock) is $0.10.  The pro forma
net tangible book value after the offering  will be $120,000.  The pro forma net
tangible  book value per share after the offering  will be $0.04 per share.  The
shares  (contained in the units)  purchased by investors in the offering will be
diluted $0.6 or 60.0%. As of September 30, 1999,  there were 2,000,000 shares of
our common stock outstanding. (See "Certain Transactions").

     Dilution  represents the difference  between the public  offering price and
the net  pro forma  tangible  book  value per share  immediately  following  the
completion  of the public offering. The following table illustrates the dilution
which will be experienced by investors in the offering:

Public offering price per unit (containing one share) ...........      $ 0.10
Net tangible book value per share before offering................      $ 0.01
Pro-forma net tangible book value per share after offering.......      $ 0.04
Pro-forma increase per share attributable to offered shares......      $ 0.03
Pro-forma dilution to public investors...........................      $ 0.06


                        Money                Net Tangible
                        Received for         Book Value per
Number of Shares        Shares Before        Share Before
Before Offering         Offering             Offering
- ---------------------------------------------------------------
2,000,000               $ 20,000             $ 0.01
- ---------------------------------------------------------------

                                           Pro-forma
                       Total               Net Tangible
Total                  Amount of           Book Value
Number of Shares       Money Received      Per Share
After Offering         For Shares          After Offering
- ---------------------------------------------------------------
3,000,000              $ 120,000              $ 0.04
- ---------------------------------------------------------------

Pro-forma                                   Pro-forma Increase
Net Tangible           Net Tangible         Per Share
Book Value Per         Book Value           Attributed
Share After            Shares Before        To Shares
Offering               Offering             Offered Hereby
- ---------------------------------------------------------------
$0.037                 $ 0.01               $   0.03
- ---------------------------------------------------------------

                       Pro-forma
                       Net Tangible
                       Book Value Per        Pro-forma
Public Offering        Share After           Dilution to
Price Per Share        Offering              Public Investors
- ---------------------------------------------------------------
$ 0.10                  $0.04                 $ 0.06
- ---------------------------------------------------------------

                                      19
<PAGE>

     The  following  table sets  forth,  as of the date of the  prospectus,  the
percentage  of equity to be  purchased by the public  investors  compared to the
percentage  of  equity  to  be  owned  by  the  present  stockholders,  and  the
comparative  amounts paid for the units (each unit  containing one share) by the
public  investors  as  compared to the total  consideration  paid by our present
stockholders.   (See   "Certain   Transactions"   and   Footnotes  to  Financial
Statements.)

                              Approximate                        Approximate
                              Percentage                         Percentage
Public          Shares        Total Shares         Total            Total
Stockholder     Purchased      Outstanding      Consideration    Consideration
- -------------------------------------------------------------------------------

New Investors   1,000,000          33.3%         $ 100,000          83.3%

Existing
Shareholders    2,000,000 (1)      66.7%        $   20,000          16.7%

- -------------
(1)  We sold  2,000,000 shares of common stock prior to the offering at $.01 per
    share. These shares are not being registered. (See "Certain Transactions")

                               USE OF PROCEEDS

     The gross  proceeds  of the  offering  will be  $100,000.  Pursuant to Rule
15c2-4 under the  Securities  Exchange Act, all of these proceeds must be placed
in escrow until all of the units are sold. However,  pursuant to Rule 419, after
all of the units are sold, 10% of the escrowed  funds  ($10,000) may be released
to us. We intend to request release of these funds. If we do not request release
of these funds, we will receive these funds in the event a business  combination
is consummated.  All funds held in escrow at the time a business  combination is
consummated  will be released to us. The merged entity will have full discretion
as to the use of such funds.

     Since we are a "blank  check"  company,  the purpose of the  offering is to
raise funds to enable us to merge with or acquire an operating company. Upon the
consummation of a business combination,  the reconfirmation offering and the any
portion  disbursed  to us and  any  amount  returned  to  investors  who did not
reconfirm their investment) will be released to us.

                                        Amount             Percentage
                                   -----------------------------------------
Escrowed funds pending
business combination (1)(2)             $90,000                 90%

(1)  Does not include the estimated $15,000 of offering  expenses.  The expenses
    of the offering will be paid by money in our treasury.

(2)  We expect to request release of 10% of the escrowed funds ($10,000).

                                      20
<PAGE>

     While we presently anticipate that we will be able to locate and consummate
a business combination which adheres to the criteria discussed under "Investors'
Rights  and  Substantive  Protection  Under Rule 419 --  Prescribed  Acquisition
Criteria,"  if we  determine  that a business  combination  requires  additional
funds,  we may  seek  such  additional  financing  through  loans,  issuance  of
additional securities or through other financing arrangements. No such financial
arrangements presently exist, and we can give no assurances that such additional
financing  will be available or, if available,  that such  additional  financing
will be on acceptable terms.  Persons purchasing units in the offering will not,
unless required by law,  participate in the  determination  of whether to obtain
additional  financing  or as to the  terms  of such  financing.  Because  of our
limited resources,  our management believes that we will become involved in only
one business combination.

     We do not intend to  advertise or promote.  Instead,  our  management  will
actively search for potential target businesses. In the event management decides
to advertise  (in the form of an  advertisement  in a business  publication)  to
attract a target business, our management, in their individual capacities,  will
assume the cost of such advertising.

     Upon the consummation of a business  combination,  we anticipate that there
will be a change in our management.  The new management may decide to change the
policies as to the use of proceeds.  Our present management anticipates that the
escrowed  funds  will  be  used  by  the  post-merger  management  at  its  sole
discretion.  $500 per month will be paid to our President from the  consummation
of the offering until the consummation of a business  combination.  In addition,
he will receive $500 per month during such period for provision of office space.
Such policy is based upon an oral agreement with our management.  Our management
is unaware  of any  circumstances  under  which such  policy  through  their own
initiative  may be  changed.  We  are  not  presently  considering  any  outside
individual for a consulting  position;  however, we cannot rule out the need for
outside  consultants in the future. No decisions have been made as to payment of
these consultants, if any are hired.

     Our present management will not make any loans from the $10,000 (10% of the
escrowed funds),  nor will our present  management borrow funds using either our
working capital or escrowed funds as security. This policy is based upon an oral
agreement with our  management.  Our management is unaware of any  circumstances
under which such policy through their own  initiative, may be changed.  Once the
escrowed funds are released,  the then existing management may loan the proceeds
or borrow  funds and use the  proceeds  as security  for such loan,  on terms it
deems appropriate.

     Offering  proceeds will be placed in escrow at Torrington  Savings Bank, an
insured  depository  institution,  in either a certificate of deposit,  interest
bearing  savings  account  or  in  short  term  government   securities  pending
consummation of a business combination and reconfirmation by investors.

                                      21
<PAGE>

                                CAPITALIZATION

     The following table sets forth our capitalization as of September 30, 1999,
and  pro forma as adjusted to give effect to the sale of 1,000,000  units in the
offering.

                                       September 30, 1999
                                    ----------------------------
                                                    Pro-forma
                                      Actual        As Adjusted


Long-term debt                     $     0             $      0

Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
2,000,000 shares;                  $  2,000            $  3,000
Preferred stock, $.001 par value;
authorized 5,000,000 shares,
issued and outstanding -0-.

Additional paid-in capital         $ 18,000            $117,000

Deficit accumulated during
 the development period            $      0            $      0
                                   --------            --------
Total stockholders' equity         $ 20,000            $120,000
                                   --------            --------
Total capitalization               $ 20,000            $120,000
                                   ========            ========


                               PROPOSED BUSINESS

History and Organization
- ------------------------
     We were organized  under the laws of the State of Delaware on September 28,
1999. Since inception,  our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to pursue a
business combination. We have not engaged in any preliminary efforts intended to
identify  a  possible   business   combination   and  have   neither   conducted
negotiations,  nor  entered  into a  letter  of  intent  concerning  any  target
business.

     Our initial public offering will comprise  1,000,000 units, each consisting
of one share of common stock and five redeemable  common stock purchase warrants
at a purchase price of $0.10 per unit. We are filing the registration  statement
in order to effect a public  offering for our securities.  (See  "Description of
Securities.")

Plan of Operation
- -----------------
     We were organized to create a corporate  vehicle to seek,  investigate and,
if such  investigation  warrants,  to acquire a target company or business which
desires to employ our funds and the  potential  funds from the  exercise  of our
warrants in its business or to seek the perceived  advantages of a publicly-held
corporation.  Our principal  business objective will be to seek long-term growth
potential  through the  acquisition of a business rather than to seek immediate,
short-term  earnings.  We will not restrict our search to any specific business,
industry or geographical location, and we may acquire any type of business.

                                      22
<PAGE>

     We do not currently  engage in any business  activities  which provide cash
flow.  The  costs  of   identifying,   investigating   and  analyzing   business
combinations will be paid with money in our treasury.  Persons  purchasing units
in the offering and other stockholders will most likely not have the opportunity
to  participate  in any of these  decisions.  We are sometimes  referred to as a
"blank check" company because  investors will entrust their investment monies to
our  management  without  having a chance to analyze any  ultimate  use to which
their  money  may be put.  Although  substantially  all of the  proceeds  of the
offering are intended to be utilized generally to effect a business combination,
such  proceeds are not otherwise  being  designated  for any specific  purposes.
Pursuant  to Rule  419,  investors  will have an  opportunity  to  evaluate  the
specific merits or risks of only the business combination our management decides
to enter into. Cost overruns will be borne equally by all current  stockholders.
Based on an oral  agreement  with current  stockholders,  cost  overruns will be
funded through current stockholders' voluntary contribution of capital.

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

     Under Rule 419, we cannot acquire a target  business  unless its fair value
represents 80% of the offering proceeds,  including the aggregate exercise price
of the warrants which are part of the units.  To determine the fair market value
of a  target  business,  our  management  will  examine  the  audited  financial
statements   (including   balance   sheets  and  statements  of  cash  flow  and
stockholders'  equity)  of any  candidate,  focusing  attention  on its  assets,
liabilities,  sales and net worth. In addition,  our management will participate
in a personal inspection of any potential target business.  If we determine that
the financial  statements of a proposed target business do not clearly  indicate
that its fair value represents 80% of the offering  proceeds,  we will obtain an
opinion  from  an  investment  banking  firm  which is a member of the  National
Association of Securities  Dealers,  Inc. with  respect to the  satisfaction  of
such criteria.  (See  "Investors'  Rights and Substantive  Protection Under Rule
419.")

     Based  upon our  management's  knowledge  of  blank  check  companies,  the
probable desire on the part of the owners of target  businesses to assume voting
control (to avoid tax  consequences or to have complete  authority to manage the
business) will almost assure that we will combine with just one target business.
Our management also anticipates that the consummation of a business  combination
will  result  in a change  in  control  which  will  most  likely  result in the
resignation or removal of our present officers and directors.

     None of our  officers  or  directors  have had any  preliminary  contact or
discussions  with any  representative  of any other entity  regarding a business
combination.  Accordingly,  any  target  business  that  is  selected  may  be a
financially  unstable  company or an entity in its early stage of development or
growth (including entities without established records of sales or earnings). In
that event,  we will be subject to numerous  risks  inherent in the business and
operations of financially  unstable and early stage or potential emerging growth
companies.  In addition,  we may affect a business combination with an entity in
an industry characterized  by a high level of risk, and, although our management
will endeavor to evaluate the risks  inherent in a particular  target  business,
there  can be no  assurance  that we  will  properly  ascertain  or  assess  all
significant  risks.  (See "High  Risk  Factors #9 --  Unspecified  Industry  and
Acquired Business; Unascertained Risks.")

                                      23
<PAGE>

     Our management  anticipates that it may be able to effect only one business
combination,  due  primarily  to our  limited  financing,  and the  dilution  of
interest for present and prospective stockholders, which is likely to occur as a
result of our  management's  plan to offer a  controlling  interest  to a target
business  in  order  to  achieve  a  tax-free   reorganization.   This  lack  of
diversification  should be  considered  a  substantial  risk in  investing in us
because  it will not  permit  us to offset  potential  losses  from one  venture
against   gains  from   another.   (See  "High  Risk  Factors  #17  --  Lack  of
Diversification.")

     We anticipate that the selection of a business  combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances  being made in some industries  and shortages of available capital, our
management  believes  that there are  numerous  firms  seeking  even the limited
additional  capital which we will have and/or the benefits of a publicly  traded
corporation.  Such  perceived  benefits  of a publicly  traded  corporation  may
include facilitating or improving the terms on which additional equity financing
may be obtained,  providing liquidity for the principals of a business, creating
a means for  providing  incentive  stock  options  or  similar  benefits  to key
employees,  providing liquidity (subject to restrictions of applicable statutes)
for  all  stockholders  and  other  benefits.  Potentially  available   business
combinations  may occur in many  different  industries  and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis of such business opportunities extremely difficult and complex.

Evaluation of Business Combinations
- -----------------------------------
     Our  officers  and  directors  will  analyze or  supervise  the analysis of
business  combinations.  None of our  officers and  directors is a  professional
business analyst.  (See  "Management.") Our management intends to concentrate on
identifying  preliminary  prospective business combinations which may be brought
to its attention through present associations. In analyzing prospective business
combinations, our management will consider such matters as the following:

+    available technical, financial, and managerial resources,

+    working capital and other financial requirements,

+    history of operations, if any,

+    prospects for the future,

+    nature of present and expected competition,

+    the quality and  experience of management  services  which may be available
     and the depth of that management,

+    the potential for further research, development, or exploration,

+    specific risk factors not now foreseeable but which then may be anticipated
     to impact on our proposed activities,

+    the potential for growth or expansion,

+    the potential for profit,

+    the perceived public  recognition or acceptance or products,  services,  or
     trades and

+    name identification and other relevant factors.

                                      24
<PAGE>

     Our officers and directors  will meet  personally  with  management and key
personnel of the target business as part of their  investigation.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate relevant factors.

     Since we will be subject to Section 13 or 15 (d) of the Securities Exchange
Act, we will be required to furnish information about significant  acquisitions,
including audited financial statements for the target company, covering one, two
or  three  years   depending   upon  the  relative  size  of  the   acquisition.
Consequently, acquisition prospects that do not have or are unable to obtain the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the Securities Exchange Act are applicable. In the
event our obligation to file periodic  reports is suspended  under Section 15(d)
of that act, we intend on voluntarily filing such reports.

     We anticipate that any business  combination will present certain risks. We
may not be able  adequately  to identify many of these risks prior to selection;
and investors herein must, therefore, depend on the ability of our management to
identify and evaluate these risks.  We anticipate that the principals of some of
the  combinations  which will be  available to us were unable to develop a going
concern or that such  business  is in its  development  stage in that it has not
generated  significant  revenues from its principal business activity.  The risk
exists that even after the  consummation of such a business  combination and the
related  expenditure of our funds, and proceeds,  if any, from warrant exercise,
that the combined  enterprise  will still be unable to become a going concern or
advance  beyond  the  development   stage.   Many  of  the  potential   business
combinations  may  involve  new and  untested  products,  processes,  or  market
strategies.  We may assume such risks although they may adversely  impact on our
stockholders because we consider the potential rewards to outweigh them.

Business Combinations
- ---------------------
     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement with another  corporation or entity.  We may  alternatively
purchase stock or assets of an existing business.

     Any merger or  acquisition  can be expected to have a significant  dilutive
effect on the percentage of shares held by our existing stockholders,  including
purchasers  in the  offering.  The target  business  we  consider  will,  in all
probability,  have  significantly  more  assets  than we do.  Therefore,  in all
likelihood,  our management will offer a controlling  interest in our company to
the owners of the target  business.  While the actual terms of a transaction  to
which we may be a party cannot be  predicted,  we expect that the parties to the
business  transaction  will find it desirable to avoid the creation of a taxable
event  and  thereby   structure  the  acquisition  in  a  so-called   "tax-free"
reorganization  under Sections 368(a)(1) or 351 of the Internal Revenue Code. In
order to obtain tax-free  treatment under the Internal  Revenue Code, the owners
of the acquired  business may need to own 80% or more of the voting stock of the
surviving  entity.  In such event,  our  stockholders,  including  investors  in
the offering, would retain 20% or less of the issued and  outstanding  shares of
the surviving entity,  which would result in significant  dilution in percentage
of the entity after the  combination,  and may also result in a reduction in the
net tangible book value per share of our investors. Our management may choose to
avail  ourselves  of these  provisions.  In  addition,  a majority or all of our
directors and officers will  probably,  as part of the terms of the  acquisition
transaction,  resign as directors  and  officers.  (See "High Risk Factors #1 --
Anticipated  Change  in  Control  and  Management,"  High  Risk  Factors  #19 --
Taxation" and "Dilution.")

                                      25
<PAGE>

     Our  management  will not actively  negotiate  or otherwise  consent to the
purchase of any portion of their common stock as a condition to or in connection
with a proposed business combination,  unless such a purchase is demanded by the
principals of the target company as a condition to a merger or acquisition.  Our
officers and directors have agreed to this restriction which is based on an oral
understanding  between members of our management.  Members of our management are
unaware  of any  circumstances  under  which  such  policy,  through  their  own
initiative, may be changed. (See "Management").

     The issuance of substantial  additional securities and their potential sale
into any  trading  market  which  may  develop  in our  common  stock may have a
depressive effect on our trading market.

     As a part of the our  investigation,  our officers and directors  will meet
personally  with  management  and key  personnel,  visit  and  inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and management expertise.

     The  structure  of the  business  combination  will depend on,  among other
factors:

+    the nature of the target business,

+    our  needs  and  desires  and  the  needs  and  desires  of  those  persons
     controlling of the target business,

+    the management of the target business and

+    our relative  negotiating  strength compared to the strength of the persons
     controlling the target business.

     If at  any  time  prior  to  the  completion  of  the  offering,  we  enter
negotiations  with a  possible  acquisition  candidate  and  such a  transaction
becomes  probable,  we will  suspend the  offering  and file an amendment to the
registration  statement  which  will  include  financial  statements  (including
balance  sheets,  statements  of cash  flow  and  stockholders'  equity)  of the
proposed target.

     We will not  purchase  the assets of any company of which a majority of the
outstanding  capital stock is beneficially owned by one or more or our officers,
directors,  promoters or affiliates  or  associates.  Furthermore,  we intend to
adopt a procedure  whereby a special meeting of our stockholders  will be called
to vote upon a business  combination with an affiliated entity, and stockholders
who also hold  securities  of such  affiliated  entity  will be required to vote
their shares of stock in the same  proportion  as our  publicly  held shares are
voted.  (See  "High  Risk  Factors  #12  --  Potential  Related  Party  Business
Combination.")  Our officers and directors have not approached and have not been
approached by any person or entity with regard to any proposed  business venture
which  desires to be  acquired by us. We will  evaluate  all  possible  business
combinations  brought to us. If at any time a business combination is brought to
us by any of our  promoters,  management,  or their  affiliates  or  associates,
disclosure as to this fact will be included in the  post-effective  amendment to
the   registration   statement,   thereby  allowing  the  public  investors  the
opportunity  to evaluate the  business  combination  before  voting to reconfirm
their investment.

     We have  adopted a policy that we will not pay a finder's fee to any member
of  management  for  locating a merger or  acquisition  candidate.  No member of
management  intends to or may seek and  negotiate  for the  payment of  finder's
fees.  In the event there is a finder's fee, it will be paid at the direction of
the successor  management after a change in management  control resulting from a
business  combination.  Our policy  regarding  finder's fees is based on an oral
agreement among management. Our management is unaware of any circumstances under
which such policy through their own initiative may be changed.

                                      26
<PAGE>

     We will remain an  insignificant  player  among the firms  which  engage in
business combinations.  There are many established venture capital and financial
concerns which have significantly  greater financial and personnel resources and
technical  expertise  than we will.  In view of our combined  limited  financial
resources  and  limited  management  availability,  we will  continue to be at a
significant competitive disadvantage compared to our competitors.  Also, we will
be  competing  with a number  of other  small,  blank  check  public  and  shell
companies.

     We do not intend to  advertise or promote  ourselves  to  potential  target
businesses.  Instead,  our management  intends  actively to search for potential
target businesses among its associates.  In the event our management  decides to
advertise in a business  publication to attract a target business,  which is not
contemplated, our management will assume the cost of such advertising.

    Regulation
    ----------
     The  Investment  Company Act defines an  "investment  company" as an issuer
which is or holds  itself out as being  engaged  primarily  in the  business  of
investing,  reinvesting  or  trading  of  securities.  While we do not intend to
engage in such  activities,  we could become  subject to  regulations  under the
Investment  Company  Act in the event we obtain or  continue  to hold a minority
interest in a number of enterprises.  We could be expected to incur  significant
registration  and compliance  costs if required to register under the Investment
Company Act. Accordingly,  our management will continue to review our activities
from  time to time  with a view  toward  reducing  the  likelihood  we  could be
classified  as  an  "Investment   Company."  (See  "High  Risk  Factors  #18  --
Regulation.")

Employees
- ---------
     We presently have no employees.  Our  President/Treasurer and Secretary are
engaged in outside  business  activities and they anticipate that they each will
devote to the our business only between five and twenty hours per week until the
acquisition of a successful business opportunity has been consummated.

Facilities
- ----------
     We are presently using the office of our President, Barney Magnusson, at no
cost as our  office,  an  arrangement  which we  expect  to  continue  until the
completion  of the  offering.  At the  completion  of the  offering  and until a
business  combination  is  consummated,  we  anticipate  paying rent of $500 per
month.  We presently do not own any equipment,  and do not intend to purchase or
lease any equipment prior to or upon completion of the offering.

Year 2000 Issues
- ----------------
     We currently have no operations and do not own or lease any equipment. As a
consequence,  we do not anticipate incurring  significant expense with regard to
Year 2000 issues.

                                      27
<PAGE>

                                  MANAGEMENT

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

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

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

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

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

     Barney Magnusson  recently became Chief Financial  Officer and Secretary of
CST Coldswitch Technologies Inc., a Vancouver - based private technology company
developing  platform photonic fiber optic technology.  From 1996 to 1998, he was
Vice-President,  Corporate Development,  Chief Financial Officer and Director of
Patricia Mines Inc., a Toronto - based mining  company,  listed on the Vancouver
Stock  Exchange,  the major asset of which was the Island Gold  Project  located
near Hemlo,  Ontario.  From 1994 to 1995,  Mr.  Magnusson was a Principal of ADX
Trading  Group,  a  financial  derivative  and stock  trading  enterprise.  That
company's activities included trading futures, options on futures and stocks and
stock trading together with system design,  testing and implementation for other
parties. From 1985 to 1993, he was Chief Financial Officer,  Secretary/Treasurer
and  Director of Dayton Mines Inc.,  based in  Vancouver,  British  Columbia and
listed on both the Toronto Stock  Exchange and American Stock  Exchange.  Dayton
Mines  operated a mine in Chile that produced  140,000  ounces of gold per year.
From 1986 to 1988, Mr. Magnusson was Vice-President Finance and Director of High
River Gold Mines Ltd., a Vancouver  based mining  company  listed on the Toronto
Stock  Exchange,  with a 50%  interest  in the  Brittania  Mine,  Manitoba  that
produced  80,000  ounces  of gold per  year.  From  1982 to 1985,  he was  Chief
Financial  Officer and Director of Brohm  Resources  Inc.,  based in  Vancouver,
British  Columbia,  and  listed on the  Toronto  Stock  Exchange,  which was the
predecessor  to Dakota Mining Inc.,  headquartered  in Denver,  Colorado.  Brohm
operated  the Gilt Edge  Mine in South  Dakota.  In 1981,  he was  Principal  of
Venture Capital Associates,  a Vancouver based venture capital firm that focused
on start-up  companies.  In 1981, he was  Controller of First City  Developments
Inc., a Vancouver  based  international  real estate company owned by First City
Trust. Mr. Magnusson received his Bachelor of Arts from Simon Fraser University,
Vancouver,  British Columbia in 1978. He is a Chartered  Accountant and a Member
of  the  Canadian  Institute  of  Chartered  Accountants  and  Institute  of the
Chartered Accountants of British Columbia.

     Leslie  McGuffin  has been  President  of  Western  Legal  Publications,  a
Vancouver - based law publishing company, since 1995. From 1991 to 1995, she was
Legal  Information  Systems   Coordinator  for  Ladner  Downs,   Barristers  and
Solicitors in  Vancouver,  British  Columbia.  Ms.  McGuffin  served as Managing
Director  of  British  Columbia  International  Commercial  Arbitration  Centre,
located in Vancouver,  British  Columbia,  from 1988 to 1989. From 1981 to 1988,
she was Managing  Editor of Carswell  Legal  Publications,  Vancouver,  B.C. Ms.
McGuffin  received her Bachelor of Laws from the  University of Alberta,  Canada
and her  Bachelor  of Arts with  Honors  from  Trinity  College,  University  of
Toronto, Canada.

                                      28
<PAGE>

Conflicts of Interest
- ---------------------
     No member of our management is currently  affiliated or associated with any
blank check company.  Our management does not currently  intend to promote other
blank check  entities.  However,  our  management  may become  involved with the
promotion of other blank check companies in the future. A potential  conflict of
interest may occur in the event of such involvement. (See "High Risk Factors #11
- -- Conflicts of Interest With Other Enterprises.")

Remuneration
- ------------
     None of our officers or directors has received any cash remuneration  since
our inception.  Our president will receive $500 per month upon completion of the
offering until the consummation of an acquisition. No remuneration of any nature
has been paid for or on  account of  services  rendered  by a  director  in such
capacity.  None of the  officers  and  directors  intends to devote more than 20
hours a week of his or her time to our affairs.

Management Involvement
- ----------------------
     We have conducted no business as of yet, aside from raising initial funding
associated with our offering.  After the closing of the offering, our management
intends to contact  business  associates and  acquaintances to search for target
businesses and then will consider and negotiate with target  businesses until an
acquisition  agreement is entered  into.  Our  management  has not divided these
duties among its members.  No member of  management  has any distinct  influence
over the other in connection with their participation in our affairs.

Management Control
- ------------------
     Our  management  may not divest  themselves  of  ownership of our shares of
common stock prior to the consummation of an acquisition or merger  transaction.
This policy is based on an unwritten  agreement among management.  Management is
not aware of any  circumstances  under  which  such  policy,  through  their own
initiative, may be changed.

                       STATEMENT AS TO INDEMNIFICATION

    Section  145  of  the  Delaware   General   Corporation  Law  provides  for
indemnification of our officers, directors,  employees and agents. Under Article
XI of our by-laws,  we will  indemnify and hold  harmless to the fullest  extent
authorized  by the  Delaware  General  Corporation  Law,  any of our  directors,
officers,  agents  or  employees,   against  all  expense,  liability  and  loss
reasonably  incurred or suffered by such person in connection with activities on
our behalf.  Complete  disclosure  of relevant  sections  of our  certificate of
incorporation and by-laws is provided in Part II of the registration  statement.
This information can also be examined as described in "Further Information."

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers or control persons  pursuant to the
foregoing provisions,  we have been informed that in the opinion of the SEC such
indemnification  is against the public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                      29
<PAGE>

                       MARKET FOR THE OUR COMMON STOCK

     Prior to the date of the  prospectus,  no trading market for the our common
stock has existed.  Pursuant to the requirements of Rule 15g-8 of the Securities
Exchange  Act,  a  trading  market  will  not  develop  prior  to or  after  the
effectiveness of the registration statement while certificates  representing the
shares of common stock and warrants which constitute the units remain in escrow.
These  stock  and  warrant   certificates   must  remain  in  escrow  until  the
consummation  of a business  combination  and its  confirmation by our investors
pursuant to Rule 419. There are currently  thirteen  holders of our  outstanding
common stock which was purchased in reliance upon an exemption from registration
contained  in  Section  4(2)  of  the  Securities   Act.  All  purchasers   were
sophisticated  investors.  Current  stockholders  will own at least 66.7% of the
outstanding  shares  upon  completion  of the  offering  and will own a  greater
percentage of the outstanding shares if they purchase units in the offering.  We
can offer no assurance that a trading market will develop upon the  consummation
of a business  combination  and the subsequent  release of the stock and warrant
certificates  from escrow.  To date,  neither we nor anyone acting on our behalf
has taken any affirmative  steps to retain or encourage any broker-dealer to act
as a market maker for our common  stock.  Further,  we have not entered into any
discussions, or understandings, preliminary or otherwise, through our management
or through  anyone  acting on our behalf and any  market  maker  concerning  the
participation  of a market maker in the future trading  market,  if any, for our
common stock. (See "High Risk Factors #8 -- No Assurance of a Public Market" and
High Risk Factors #23 -- Control by Present Management and Shareholders.")

     Present  management  does not  anticipate  that it will  undertake any such
negotiations or discussions prior to the execution of an acquisition  agreement.
Our  management  expects  that  discussions  in this  area  will  ultimately  be
initiated by the party or parties  controlling the entity or assets which we may
acquire. Such party or parties may employ consultants or advisors to obtain such
market makers but our management has no present intention of doing so.

     We have not issued any  options or  warrants  to  purchase,  or  securities
convertible  into, our common equity.  The 2,000,000  shares of our common stock
currently outstanding are "restricted securities" as that term is defined in the
Securities  Act.  Pursuant to Rule 144 of the Securities Act, the holders of the
restricted  securities  may each sell  during any three (3) month  period  after
September  30, 2000 an amount  equal to the  greater of one (1%)  percent of our
issued and outstanding common stock or one week's trading volume.  Therefore, if
we sell all the units being  offered,  those  holders may each sell no less than
30,000  shares  (i.e.  1% of  3,000,000  shares)  during  any  three  (3)  month
period.(See  "High Risk Factors # 31 -- Requirements  of Current  Prospectus and
State Blue Sky  Registration  in  Connection  with the  Exercise of the Warrants
Which May Not Be Exercisable and May Therefore Be Valueless." .) We are offering
1,000,000  units (each  consisting  of one share of common stock and five common
stock purchase warrants) at $0.10 per unit. (See "Dilution.")

                             CERTAIN TRANSACTIONS

     We were  incorporated  in the State of  Delaware  on  September  28,  1999.
Between  September 28, 1999 and September 30, 1999, we sold 2,000,000  shares of
our common stock to thirteen persons at $.01 per share, for a total of $20,000.

                              PRINCIPAL STOCKHOLDERS

     The table on the following  page sets forth certain  information  regarding
the beneficial  ownership of our common stock as of the date of the  prospectus,
and as adjusted to reflect  the sale of the units in the  offering,  by (i) each
person who is known by us to own  beneficially  more than 5% of our  outstanding
Common  Stock;  (ii) each of our  officers and  directors;  and (iii) all of our
directors and officers as a group.

                                      31
<PAGE>

Name/Address                    Shares of
Beneficial                    Common Stock      Percent of         Percent of
  Owner                       Beneficially     Class Owned        Class Owned
 Offering                        Owned        Before Offering    After Offering
- --------------------------------------------------------------------------------
Barney Magnusson(1)(2)            200,000              10.0%           6.7%
950 11th Street
West Vancouver
British Columbia
V7T 2M3 Canada

Leslie McGuffin(1)(2)              50,000               2.5%           1.7%
950 11th Street
West Vancouver
British Columbia
V7T 2M3 Canada

Tradewinds Investments Ltd.       190,000               9.5%           6.3%
Shirley House
50 Shirley Street
Nassau, Bahamas

Turf Holding Ltd.                 190,000               9.5%           6.3%
Oakridge House
5 West Hill Street
Nassau, Bahamas

CCD Consulting,                   190,000               9.5%           6.3%
Commerce Distribution AG
Glockengasse 4
Postfach 1220
4001 Basel
Switzerland

The Pembridge
Capital Establishment             180,000               9.0%           6.0%
P. O. Box 1617
Meierhofstrasse 5
Vadus FL-9490
Liechtenstein

Seloz Gestion & Finance SA        190,000               9.5%           6.3%
Boulevard St. Georges 71
1211 Geneva 4
Switzerland

HAPI Handels und
Beteiligungsqesellschaft mbh      110,000               5.5%           3.7%
Easlinggasse 2
1010 Vienna
Austria

Partner Marketing AG              190,000               9.5%           6.3%
Landweg 1
6052 Hergiswil
Switzerland

U. K. Menon                       190,000               9.5%           6.3%
28, Jalar 17/21 C
Peteling Jaya
Selangor
Malaysia

Otto Zimmerli                     190,000               9.5%           6.3%
Poststrasse 2
9050 Appenzil
Switzerland

Noreldin Siam                     110,000               5.5%           3.7%
Sandyport Drive 49
Nassau
Bahamas

Total Officers                    250,000             12.5%            8.3%
and Directors
(2 Persons)
- --------------------------
(See footnotes on following page.)

                                      32
<PAGE>

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

(2)  Barney  Magnusson and Leslie  McGuffin are husband and wife.  They disclaim
     ownership of each other's shares.

     None of the current stockholders have received or will receive any extra or
special  benefits  that were not shared  equally by all holders of shares of our
common stock.

Prior Blank Check Companies
- ----------------------------
     None  of  our  officers,   directors,   founders,  promoters  or  principal
stockholders has been involved as a principal of a "blank check" company.

                          DESCRIPTION OF SECURITIES
Common Stock
- ------------
     We are  authorized to issue 50 million  shares of common  stock,  $.001 par
value per share, of which 2,000,000  shares are issued and outstanding as of the
date of the prospectus.  Each  outstanding  share of common stock is entitled to
one vote, either in person or by proxy, on all matters that may be voted upon by
their holders at meetings of the stockholders.

     Holders of our common stock (i) have equal ratable rights to dividends from
funds legally available  therefor,  if declared by our board of directors;  (ii)
are entitled to share ratably in all of our assets available for distribution to
holders of common stock upon our  liquidation,  dissolution or winding up; (iii)
do not have  preemptive,  subscription  or conversion  rights,  or redemption or
sinking fund provisions;  and (iv) are entitled to one  non-cumulative  vote per
share on all  matters  on which  stockholders  may vote at all  meetings  of our
stockholders.

     All  shares  of our  common  stock  which are part of the  units,  or which
underlie the warrants,  will be fully paid for and  non-assessable  when issued,
with no personal liability attaching to ownership.  The holders of shares of our
common stock do not have cumulative voting rights,  which means that the holders
of more than 50% of outstanding  shares voting for the election of directors can
elect all of our directors if they so choose and, in such event,  the holders of
the  remaining  shares  will not be able to elect any of our  directors.  At the
completion  of the  offering,  the present  officers and  directors  and present
stockholders will  beneficially own at least 66.7% of the outstanding  shares of
common stock and a greater  percentage of shares if they  purchase  units in the
offering.   Accordingly,   after   completion  of  the  offering,   our  present
stockholders will be in a position to control all of our affairs.

Preferred Stock
- ---------------
     Up to 5,000,000  shares of our  preferred  stock may be issued from time to
time in one or  more  series.  As of the date of the  prospectus,  no  shares of
preferred  stock  have been  issued.  Our board of  directors,  without  further
approval of our  stockholders,  is  authorized  to fix the  dividend  rights and
terms,  conversion  rights,  voting  rights,   redemption  rights,   liquidation
preferences  and other  rights and  restrictions  relating  to any such  series.
Issuances of additional shares of preferred stock,  while providing  flexibility
in  connection  with  possible  financings,  acquisitions  and  other  corporate
purposes,  could,  among other things  adversely  affect the voting power of the
holders of other our securities and may, under certain  circumstances,  have the
effect of  deterring  hostile  takeovers  or  delaying  changes  in  control  or
management.

Redeemable Common Stock Purchase Warrants
- -----------------------------------------
     The warrants which are part of the units shall be exercisable  for a period
of two years  commencing the date of the prospectus.  Each warrant  entitles the
holder to purchase one share of our common stock at an exercise  price of $1.00.
The common stock underlying the warrants will, upon exercise of the warrants, be
validly issued,  fully paid and non-assessable.  The warrants will be subject to
redemption,  at any time,  for $0.001 per warrant,  upon 30 days' prior  written
notice,  if the closing bid price of our common stock, as reported by the market
on which the  common  stock  trades,  exceeds  $1.25  per  share for any  twenty
consecutive  trading days ending within ten days prior to the date of the notice
of redemption.

                                      33
<PAGE>

     The  warrants  can only be  exercised  when  there is a  current  effective
registration  statement covering the underlying shares of common stock. If we do
not obtain or are unable to maintain a current effective registration statement,
warrantholders  will be unable to exercise  them and they may become  valueless.
Moreover,  if the  shares  of  common  stock  underlying  the  warrants  are not
registered or qualified for sale in the state in which a warrantholder resides,
such holder might not be permitted  to exercise  any  warrants.  (See "High Risk
Factors  #31  --  Requirements   of  Current   Prospectus  and  State  Blue  Sky
Registration  in Connection  with the Exercise of the Warrants  Which May Not Be
Exercisable and May Therefore Be Valueless.")

     We will deliver warrant  certificates  representing  five warrants for each
unit  purchased,  subject  to the escrow  provisions  under  which  certificates
representing  the  warrants  will be held  in  escrow  until  we  enter  into an
acquisition agreement with the owners of a target company, the effective date of
a  reconfirmation  offer and a favorable vote of our  stockholders.  Thereafter,
warrant  certificates  may  be  exchanged  for  new  certificates  of  different
denominations, and may be exercised or transferred. Holders of warrants may sell
them if a market  exists  rather than exercise  them.  However,  we can offer no
assurance  that a market will develop or continue as to the warrants.  If we are
unable to qualify our common stock  underlying  the warrants for sale in certain
states,  holders of the  warrants in those states will have no choice but either
to sell their warrants or allow them to expire.

     Warrants may be exercised by surrendering the warrant certificate, with the
form of  election  to  purchase  printed  on the  reverse  side  of the  warrant
certificate  properly  completed  and  executed,  together  with  payment of the
exercise price,  to us or the warrant agent.  Warrants may be exercised in whole
or from time to time in part.  If less than all of the  warrants  evidenced by a
warrant certificate are exercised,  a new warrant certificate will be issued for
the remaining number of unexercised warrants.

     Warrantholders  are  protected  against  dilution  of the  equity  interest
represented  by the  underlying  shares of common stock upon the  occurrence  of
certain events,  including,  but not limited to, issuance of stock dividends. If
we merge, reorganize or are acquired in such a way as to terminate the warrants,
they  may be  exercised  immediately  prior  to such  action.  In the  event  of
liquidation, dissolution or winding up, holders of the warrants are not entitled
to participate in our assets.

     For the life of the warrants,  holders are given the  opportunity to profit
from a rise in the  market  price  of our  common  stock.  The  exercise  of the
warrants  will result in the dilution of the then book value of our common stock
and would  result in a dilution of the  percentage  ownership  of then  existing
stockholders.  The terms  upon  which we may obtain  additional  capital  may be
adversely affected through the period in which the warrants remain  exercisable.
The holders of these warrants may be expected to exercise them at a time when we
would,  in all  likelihood,  be able to  obtain  equity  capital  on terms  more
favorable than those provided for by the warrants.

     In the event that we call the warrants for redemption,  warrantholders  may
not be able to exercise  their warrants if we have not updated the prospectus in
accordance with the  requirements of the Securities Act or the warrants have not
been  qualified  for sale  under the laws of the state  where the  warrantholder
resides.  (See "High Risk Factors #31 -- Requirements of Current  Prospectus and
State Blue Sky  Registration  in  Connection  with the  Exercise of the Warrants
Which May Not Be Exercisable and May Therefore Be  Valueless.") In addition,  in
the event we call the warrants for  redemption,  such call for redemption  could
force the  warrantholder  either to (i) assume  the  necessary  updating  to the
prospectus and state blue sky qualifications,  exercise the warrants and pay the
exercise  price at a time when,  in the event of a decrease in market price from
the period  preceding  the issuance of the call for  redemption,  it may be less
than  advantageous  economically to do so, or (ii) accept the redemption  price,
which,  in the  event  of an  increase  in the  price  of the  stock,  would  be
substantially less than the difference between the exercise price and the market
value at the time of redemption.

                                      34
<PAGE>

Future Financing
- ----------------
     In the event the proceeds of the offering are not  sufficient  to enable us
to successfully fund a business  combination,  we may seek additional financing.
At this time we believe that the proceeds of the offering will be sufficient for
such  purpose and  therefore  do not expect to issue any  additional  securities
before  the  consummation  of a  business  combination.  However,  we may  issue
additional securities, incur debt or procure other types of financing if needed.
We have not entered into any  agreements,  plans or proposals for such financing
and as of present have no plans to do so. We will not use the escrowed  funds as
collateral  or security  for any loan or debt  incurred.  Further,  the escrowed
funds  will not be used to pay back any  loan or  debts  incurred  by us.  If we
require additional financing,  there is no guarantee that such financing will be
available to us or if available that such financing will be on terms  acceptable
to us. (See "Use of Proceeds.")

Reports to Stockholders
- -----------------------
     We intend to  furnish  our  stockholders  with  annual  reports  containing
audited financial statements as soon as practicable after the end of each fiscal
year. Our fiscal year ends on December 31st.

Dividends
- ---------
     We have only been  recently  organized,  have no earnings  and have paid no
dividends to date.  Since we were formed as a blank check  company with our only
intended business being the search for an appropriate business  combination,  we
do  not  anticipate  having  earnings  or  paying  dividends  until  a  business
combination  is  reconfirmed  by  our  stockholders.  However,  we can  give  no
assurance that after we consummate a business combination, we will have earnings
or issue dividends. (See "High Risk Factors #20 -- No Dividends.")

Transfer Agent
- --------------
     We have  appointed  Olde Monmouth  Stock  Transfer  Co.,  Inc., 77 Memorial
Parkway,  Suite 101, Atlantic Highlands,  New Jersey 07716 as transfer agent for
our shares of common stock and warrants.

                             PLAN OF DISTRIBUTION

Conduct of the Offering
- -----------------------
     We hereby offer the right to subscribe for 1,000,000 units at $.10 per unit
on an "best  efforts,  all or none basis." We will not  compensate any person in
connection with the offer and sale of the units.

     Our President,  Barney Magnusson,  shall distribute prospectuses related to
the  offering.  We  estimate  that he  will  distribute  approximately  40 to 50
prospectuses, limited to acquaintances, friends and business associates.

     Barney  Magnusson  shall  conduct the  offering of the units.  Although Mr.
Magnusson is an "associated  person" as that term is defined in Rule 3a4-1 under
the Securities  Exchange Act, he will deemed not to be a broker because:  (1) he
will not be subject to a statutory  disqualification  as that term is defined in
Section 3(a)(39) of the Securities Exchange Act at the time of his participation
in the sale of our securities; (2) he will not be compensated in connection with
his  participation in the sale of our securities by the payment of commission or
other  remuneration  based either  directly or  indirectly  on  transactions  in
securities; (3) he will be not an associated person of a broker or dealer at the
time of his  participation  in the  sale  of our  securities;  and (4) he  shall
restrict his participation to the following activities:

                                      35
<PAGE>

(a)  preparing any written  communication  or delivering it through the mails or
     other  means that does not  involve  his oral  solicitation  of a potential
    purchaser;

(b)  responding  to  inquiries  of a  potential  purchaser  in  a  communication
     initiated by the potential purchaser, provided however, that the content of
     each  response  is  limited  to  information  contained  in a  registration
     statement filed under the Securities Act or other offering document; or

(c)  performing   ministerial  and  clerical  work  involved  in  effecting  any
     transaction.

     As of the  date of the  prospectus,  we  have  not  retained  a  broker  in
connection  with the sale of the units.  In the event we retain a broker who may
be  deemed  an  underwriter,  we will  file  an  amendment  to the  registration
statement with the SEC. We have no present intention of using a broker.

     We will not (nor will we permit anyone  acting on our behalf  including our
stockholders, officers, directors, promoters, affiliates or associates) approach
a market  maker or take any  steps to  request  or  encourage  a market in these
securities  prior  to an  acquisition  of a  business  opportunity.  We have not
conducted any preliminary  discussions or entered into any  understandings  with
any market maker  regarding  the  participation  of any such market maker in the
future  trading market (if any) in our  securities,  nor do we have any plans to
engage in such discussions. We do not intend to use consultants to obtain market
makers.  No member of management,  promoter or anyone acting at their  direction
will recommend,  encourage or advise  investors to open brokerage  accounts with
any broker-dealer  that is obtained to make a market in the shares subsequent to
the acquisition of any business opportunity.  Our investors shall make their own
decisions  regarding whether to hold or sell their shares. We shall not exercise
any influence over investors' decisions.

Method of Subscribing
- ---------------------
     Persons may subscribe by filling in and signing the subscription  agreement
and delivering it to us prior to the expiration date. Subscribers must pay $0.10
per unit in cash or by check,  bank draft or postal  express money order payable
in United  States  dollars  to  "Torrington  Savings  Bank as  Escrow  Agent for
Kingsgate Acquisitions, Inc." The offering is being made on a "best efforts, all
or none basis." Thus, unless all 1,000,000 units are sold, none will be sold.

     Our officers,  directors,  current stockholders and any of their affiliates
or associates may purchase up to 50% of the units. Such purchases may be made in
order to close the "all or none" offering.  Units purchased by the our officers,
directors and principal  stockholders  will be acquired for investment  purposes
and not with a view toward distribution.

Expiration Date
- ---------------
    The offering will end 90 days from the date of the prospectus.

                      WHERE YOU CAN FIND MORE INFORMATION

     We  have  not  previously  been  required  to  comply  with  the  reporting
requirements  of the  Securities  Exchange  Act.  We have  filed  with the SEC a
registration statement on form SB-2 to register the offer and sale of the units,
the shares of common stock and warrants constituting the units and the shares of
common stock underlying the warrants. The prospectus is part of the registration
statement,  and, as permitted  by the SEC's  rules,  does not contain all of the
information in the registration statement.  For further information about us and
the securities  offered under the prospectus,  you may refer to the registration
statement and to the exhibits and schedules filed as a part of this registration
statement.  You can review the  registration  statement  and its exhibits at the
public reference  facility  maintained by the SEC at Judiciary Plaza, Room 1024,
450 Fifth Street,  N.W.,  Washington,  D.C. 20549 and at the regional offices of
the SEC at 7 World  Trade  Center,  Suite  1300,  New York,  New York  10048 and
Citicorp Center, Suite 1400, 500 West Madison Street,  Chicago,  Illinois 60661.
Please  call the SEC at  1-800-SEC-0330  for further  information  on the public
reference room. The registration  statement is also available  electronically on
the World Wide Web at http://www.sec.gov.

                                      36
<PAGE>

     You can also call or write us at any time with any  questions you may have.
We would be pleased to speak with you about any aspect of our  business  and the
offering.

                              LEGAL PROCEEDINGS

     We not a party to nor are we aware of any  existing,  pending or threatened
lawsuits or other legal actions.

                                LEGAL MATTERS

     Roger L. Fidler,  Esq., 163 South Street,  Hackensack,  New Jersey 07601 is
passing  upon the  validity  of the  shares  of common  stock  and the  warrants
constituting  the units offered by the prospectus and the shares of common stock
underlying the warrants. Mr. Fiddler owns 20,000 shares of our common stock.

                             FINANCIAL STATEMENTS

     The following  are our financial  statements,  with  independent  auditor's
report,  for the period from  inception,  September  28, 1999,  to September 30,
1999.









                                      37
<PAGE>


                        REPORT OF INDEPENDENT AUDITOR



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

     I have audited the  accompanying  balance sheet of Kingsgate  Acquisitions,
Inc. (a  development  stage  company) as of September 30, 1999,  and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the period from inception, September 28, 1999, through September 30, 1999. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of Kingsgate Acquisitions, Inc.
(a  development  stage  company)  as of  September  30,  1999,  and the  related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the period from  inception,  September 28, 1999,  through  September 30, 1999 in
conformity with generally accepted accounting principles.

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




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

Paterson, New Jersey
October 11, 1999

                                     F-1

<PAGE>

                         KINGSGATE ACQUISITIONS, INC.
                        (A development stage company)
                                BALANCE SHEET
                              September 30, 1999


ASSETS

Current assets
  Cash                                                 $   20,000

Organization costs, Net                                       500
                                                       ----------

     Total                                             $   20,500
                                                       ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

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



STOCKHOLDERS' EQUITY

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

  Common stock, $.001 par value;
  50,000,000 shares authorized;
  2,000,000 shares issued and outstanding              $   2,000

  Additional paid-in capital                              18,000

  Deficit accumulated during the
  development stage                                            0
                                                       ---------
     Total stockholders equity                         $  20,000
                                                       ---------
     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                           $  20,500
                                                       =========






                      See notes to financial statements.

                                     F-2

<PAGE>


                         KINGSGATE ACQUISITIONS, INC.
                        (A development stage company)
                           STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION, SEPTEMBER 28, 1999, TO SEPTEMBER 30, 1999





Income                                        $-0-

Costs of goods sold                            -0-
                                               ---

Gross profit                                   -0-

Operations:
 General and administrative                    -0-
 Depreciation and Amortization                 -0-
                                               ---

Total costs                                    -0-


Net profit (loss)                             $-0-
                                              ====



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


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










                      See notes to financial statements.


                                     F-3

<PAGE>


                         KINGSGATE ACQUISITIONS, INC.
                        (A development stage company)
                            STATEMENT OF CASH FLOWS
 FOR THE PERIOD FROM SEPTEMBER 28, 1999 (INCEPTION) THROUGH SEPTEMBER 30, 1999


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $        0
  Item not affecting cash flow from operations:
    Amortization                                                 0

    Accrued expenses                                           500
                                                             ------
     NET CASH USED IN OPERATING ACTIVITIES                     500

CASH FLOWS FROM INVESTING ACTIVITY:
    Organization costs incurred                               (500)
                                                              -----
CASH USED IN INVESTING ACTIVITIES                             (500)

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

Increase (decrease) in cash                                 20,000
Cash balance beginning of period                               -0-
                                                            ------
CASH, end of period                                     $   20,000

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




                      See notes to financial statements.



                                     F-4

<PAGE>

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

                                                                              Deficit
                                                                            accumulated
                                                          Additional           during
                    Preferred   Preferred    Common    Common    paid in    development
                      stock       stock       stock     stock    capital       stage         Total
                     (shares)      ($)      (shares)     ($)      ($)          ($)            ($)
- -----------------------------------------------------------------------------------------------------
<S>                     <C>      <C>        <C>         <C>         <C>         <C>        <C>


Sale of 2,000,000
shares of
common stock              0      $    0    2,000,000   $  2,000    $ 18,000               $ 20,000

Net profit (loss)                                                              $     0           0
- ------------------------------------------------------------------------------------------------------
Balance
September 30,1999         0      $    0    2,000,000   $  2,000    $ 18,000    $     0    $ 20,000

</TABLE>












                      See notes to financial statements.


                                     F-5
<PAGE>

                         KINGSGATE ACQUISITIONS, INC.
                        (A development stage company)
                        NOTES TO FINANCIAL STATEMENTS
  FOR THE PERIOD FROM SEPTEMBER 28, 1999 (INCEPTION) THROUGH SEPTEMBER 30, 1999


NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

     The  financial  statements  presented  consist of the balance  sheet of the
Company as at September 30, 1999 and the related  statements  of operations  and
cash flows and  stockholders'  equity for period from  inception,  September 28,
1999, to September 30, 1999.

Deferred Offering Costs

     Deferred  offering costs,  incurred in anticipation of the Company filing a
registration statement pursuant to Rule 419 under the Securities Act of 1933, as
amended, are being deferred until the registration is complete.

Organization Costs, Net

     Organization  costs  are  being  amortized  over  a  period  of 60  months.
Accumulated amortization as of September 30, 1999, was $-0-.


                                     F-6
<PAGE>

Income Taxes

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

Use of Estimates

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

Significant Concentration of Credit Risk

     At September 30, 1999, the Company has a  concentration  of its credit risk
by  maintaining  deposits in one bank. The maximum loss that could have resulted
from  this  risk  totaled  $-0-  which  represents  the  excess  of the  deposit
liabilities  reported by the banks over the amounts that would have been covered
by the federal insurance.

NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock

     For the period from  inception,  September 28, 1999, to September 30, 1999,
the Company sold an  aggregate  of 2,000,000  shares of common stock to thirteen
investors for an aggregate consideration of $20,000 or $0.01 per share.

Preferred Stock

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

     The number of shares of preferred  stock  outstanding at September 30, 1999
is 0.






                                     F-7
<PAGE>

NOTE 4 - RULE 419 REQUIREMENTS

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

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

     Net gain  (loss)  per share of common  stock  outstanding,  as shown on the
statement of  operations,  is based on the number of shares  outstanding at each
balance sheet date.  Weighted average shares  outstanding was not computed since
it would not be meaningful in the circumstances, as all shares issued during the
period from  incorporation  through September 30, 1999 were for initial capital.
Therefore,  the total shares outstanding at the end of each period was deemed to
be the most relevant number of shares to use for purposes of this disclosure.

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

                                     F-8

<PAGE>

NOTE 6 - RELATED PARTY TRANSACTIONS

Office Facilities

     Rental of office space and use of office,  computer and  telecommunications
equipment are provided by the President of the Company on a month to month basis
at a monthly rental of $500 per month  commencing  with the sale of the units in
the proposed offering until consummation of an acquisition. From the period from
inception,  September 28, 1999,  to September 30, 1999,  the accrual for rent is
$-0-.

Officer Salaries

     For the period from  inception,  September 28, 1999, to September 30, 1999,
no officer has received a salary in excess of $100,000. A monthly fee of $500 is
to be  charged  to  operations  by the  President  as his  minimal  compensation
commencing  with the sale of the units in the proposed  offering  until a target
business can be acquired and the acquisition consummated.


NOTE 7 - PROPOSED OFFERING

     The Company  intends to prepare and file a registration  statement with the
Securities  and  Exchange  Commission  pursuant  to Rule 419 (see  Note 4).  The
offering,  on a "best efforts all-or-none basis" will consist of 1,000,000 units
at $.10 per unit or an  aggregate  offering  price of  $100,000.  Each unit will
consist of one share of common stock and five  redeemable  common stock purchase
warrants.  Each warrant is  exercisable  at $1.00 for a period of two years from
the effective date of a registration statement relating to the underlying shares
of common  stock.  The warrants are  redeemable  at any time,  upon thirty day's
written notice, in the event the average closing price of the common stock is at
least $1.25 for a period of twenty  consecutive  trading days ending  within ten
days prior to the notice of redemption.






                                     F-9

<PAGE>
                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 24.     Indemnification of Directors and Officers

     The Delaware General  Corporation Law provides for the  indemnification  of
the  officers,  directors  and  corporate  employees  and  agents  of  Kingsgate
Acquisitions, Inc. (the "Registrant") under certain circumstances as follows:

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstance of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the Court of Chancery or such court shall deem
proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.

                                      38
<PAGE>

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,  or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e)  Expenses  incurred by an officer or director in  defending  any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final  disposition of such action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be  indemnified  by the  corporation  as  authorized  in this  section.  Such
expenses including attorneys' fees incurred by other employees and agents may be
so paid upon such terms and conditions,  if any, as the board of directors deems
appropriate.

     (f) The  indemnification  and advancement  expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other  rights  to which  those  seeking  indemnification  or  advancement
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred by him in any such  capacity or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its  directors,  officers and employees or agents so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee  benefit  plan,  its   participants,   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

                                      39
<PAGE>

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee or agent and shall inure to the  benefit of the heirs,  executors,  and
administrators of such person.

    Articles  Ninth and Tenth of the  Registrant's  certificate  of incorporate
provide as follows:

                                    NINTH:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.

                                    TENTH:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

    Article XII of the Registrant's by-laws provides as follows:

ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.   INDEMNIFICATION. The corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to any proceeding, whether civil,
     criminal,  administrative  or investigative  (other than an action by or in
     the right of the  corporation) by reason of the fact that such person is or
     was a director,  trustee, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, trustee,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise,  against expenses (including attorneys'
     fees),  judgments,  fines  and  amounts  paid in  settlement  actually  and
     reasonably  incurred by such person in connection with such action, suit or
     proceeding  if such person  acted in good faith and in a manner such person
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation,  and with respect to any criminal action or proceeding, had no
     reasonable  cause to  believe  such  person's  conduct  was  unlawful.  The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the  corporation,  and with
     respect to any  criminal  action or  proceeding,  had  reasonable  cause to
     believe that such person's conduct was lawful.

                                      40
<PAGE>

2.   DERIVATIVE ACTION. The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in the corporation's  favor by reason of the fact that such person
     is  or  was  a  director,  trustee,  officer,  employee  or  agent  of  the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  trustee,  officer,  employee or agent of any other  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person acted in good faith and
     in a manner such person reasonably  believed to be in or not opposed to the
     best   interests   of  the   corporation;   provided,   however,   that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which  such  person  shall  have been  adjudged  to be liable  for gross
     negligence or willful  misconduct in the  performance of such person's duty
     to the  corporation  unless and only to the extent  that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  circumstances  of the case,  such person is fairly and  reasonably
     entitled to  indemnity  for such  expenses as such court shall deem proper.
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the corporation.

3.   SUCCESSFUL  DEFENSE.  To the  extent  that a  director,  trustee,  officer,
     employee or agent of the corporation has been successful,  on the merits or
     otherwise,  in  whole  or in  part,  in  defense  of any  action,  suit  or
     proceeding  referred to in  paragraphs 1 and 2 above,  or in defense of any
     claim,  issue or matter therein,  such person shall be indemnified  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection therewith.

4.   AUTHORIZATION.  Any  indemnification  under paragraph 1 and 2 above (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director,   trustee,   officer,   employee   or  agent  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in paragraph 1 and 2 above. Such  determination  shall be
     made  (a)  by the  board  of  directors  by a  majority  vote  of a  quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  (b) by independent  legal counsel  (selected by one or more of
     the directors, whether or not a quorum and whether or not disinterested) in
     a  written  opinion,  or (c)  by the  stockholders.  Anyone  making  such a
     determination  under this  paragraph 4 may determine  that a person has met
     the  standards  therein set forth as to some claims,  issues or matters but
     not as to  others,  and  may  reasonably  prorate  amounts  to be  paid  as
     indemnification.

5.   ADVANCES.  Expenses incurred in defending civil or criminal actions,  suits
     or proceedings  shall be paid by the corporation,  at any time or from time
     to time in  advance  of the  final  disposition  of  such  action,  suit or
     proceeding as  authorized in the manner  provided in paragraph 4 above upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  trustee,
     officer,  employee or agent to repay such amount unless it shall ultimately
     be determined by the corporation that the payment of expenses is authorized
     in this Section.

                                      41
<PAGE>

6.   NONEXCLUSIVITY.  The indemnification  provided in this Section shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled  under  any  law,  by-law,  agreement,  vote  of  stockholders  or
     disinterested  director or  otherwise,  both as to action in such  person's
     official  capacity and as to action in another  capacity while holding such
     office,  and shall continue as to a person who has ceased to be a director,
     trustee,  officer, employee or agent and shall insure to the benefit of the
     heirs, executors, and administrators of such a person.

7.   INSURANCE.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  trustee,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation as a director,  trustee,  officer,  employee or
     agent  of any  corporation,  partnership,  joint  venture,  trust  or other
     enterprise,  against any liability assessed against such person in any such
     capacity or arising out of such person's status as such, whether or not the
     corporation  would have the power to  indemnify  such person  against  such
     liability.

8.   "CORPORATION"  DEFINED.  For  purpose  of this  action,  references  to the
     "corporation"   shall  include,   in  addition  to  the  corporation,   any
     constituent  corporation  (including  any  constituent  of  a  constituent)
     absorbed in a consolidation or merger which, if its separate  existence had
     continued,  would  have  had the  power  and  authority  to  indemnify  its
     directors,  trustees, officers, employees or agents, so that any person who
     is or was a  director,  trustee,  officer,  employee  or  agent  of such of
     constituent  corporation  will  be  considered  as  if  such  person  was a
     director, trustee, officer, employee or agent of the corporation.



                                      42
<PAGE>



Item 25.  Expenses of Issuance and Distribution

     The  other  expenses  payable  by the  Registrant  in  connection  with the
issuance and  distribution of the securities  being  registered are estimated as
follows:


         Escrow Fee                                          $     600.00
         Securities and Exchange Commission Registration Fee      1545.45
         Legal Fees                                              5,000.00
         Accounting Fees                                         5,000.00
         Printing and Engraving                                  1,000.00
         Blue Sky Qualification Fees and Expenses                  950.00
         Miscellaneous                                             404.55
         Transfer Agent Fee                                        500.00
                                                                ---------
         TOTAL                                               $  15,000.00

<PAGE>

Item 26.  Recent Sales of Unregistered Securities

     The Registrant  issued 2,000,000  shares of common stock between  September
28, 1999 and September  30, 1999 to thirteen  investors at $.01 per share for an
aggregate  investment of $20,000.  Barney  Magnusson,  President,  Treasurer and
Director, and Leslie McGuffin,  Secretary and Director, purchased 200,000 shares
and 50,000  shares of common  stock  respectively.  These shares of common stock
were sold under the exemption from registration  provided by Section 4(2) of the
Securities Act.

    Neither the Registrant nor any person acting on its behalf  offered or sold
the  securities  by  means  of any  form  of  general  solicitation  or  general
advertising.

     All purchasers represented in writing that they acquired the securities for
their own accounts.  A legend was placed on the stock certificates  stating that
the securities have not been  registered  under the Securities Act and cannot be
sold or otherwise transferred without an effective  registration or an exemption
therefrom.






                                      43
<PAGE>


EXHIBITS


Item 27.

3.1     Certificate of Incorporation

3.2     By-Laws

4.1     Specimen Certificate of Common Stock

4.2     Form of Warrant

4.6     Form of Escrow Agreement

5.1     Opinion of Counsel

23.1    Accountant's Consent to Use Opinion

23.2    Counsel's Consent to Use Opinion




                                      44
<PAGE>



Item 28.

UNDERTAKINGS

    The Registrant undertakes:

(1)  To file,  during  any  period in which  offers  or sales  are  being  made,
    post-effective  amendment to this registration  statement (the "Registration
    Statement"):

     (i)  To  include  any  prospectus  required  by  Section  10 (a) (3) of the
          Securities Act of 1933 (the "Securities Act");

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          Effective  Date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any  material  change  to  such   information  in  this   registration
          statement,   including  (but  not  limited  to)  the  addition  of  an
          underwriter;

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  treated  as  a  new
     registration  statement of the securities offered,  and the offering of the
     securities at that time to be the initial bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  To deposit  into the Escrow  Account at the closing,  certificates  in such
     denominations  and  registered  in such names as required by the Company to
     permit prompt  delivery to each purchaser  upon release of such  securities
     from the Escrow  Account in accordance  with Rule 419 of Regulation C under
     the  Securities  Act.  Pursuant to Rule 419,  these  certificates  shall be
     deposited  into an escrow  account,  not to be  released  until a  business
     combination is consummated.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant   pursuant  to  any  provisions   contained  in  its  Certificate  of
Incorporation, or by-laws, or otherwise, the Registrant has been advised that in
the  opinion  of the SEC  such  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



                                      45
<PAGE>



                                  SIGNATURES


     In accordance  with the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of  filing on Form SB-2 and  authorized  the  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Vancouver, Province of British Columbia, Canada, on October 31, 1999.



                                  KINGSGATE ACQUISITIONS, INC.


                                  By: /s/Barney Magnusson
                                     ---------------------------
                                     Barney Magnusson, President


     In accordance  with the  requirements  of the  Securities  Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/Barney Magnusson
- -------------------------------                        Dated: October 31, 1999
Barney Magnusson
President, Treasurer, Director

/s/Leslie McGuffin
- -------------------------------                        Dated: October 31, 1999
Leslie McGuffin
Secretary, Director






                                      46
<PAGE>




                         CERTIFICATE OF INCORPORATION

                                      OF

                         KINGSGATE ACQUISITIONS, INC.


     The  undersigned,  a  natural  person,  for the  purpose  of  organizing  a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under  the  provisions  and  subject  to the  requirements  of the laws
(particularly  Chapter 1, Title 8 of the Delaware  Code and the acts  amendatory
thereof and supplemental  thereto, and known,  identified and referred to as the
"Delaware General Corporation Law") hereby certifies that:

                                    FIRST:

     The name of this corporation (hereinafter called the "Corporation") is

                         KINGSGATE ACQUISITIONS, INC.

                                    SECOND:


     The address,  including street,  number, city and county, of the registered
office  of the  Corporation  in the  State  of  Delaware  is 1013  Centre  Road,
Wilmington,  New Castle County,  Delaware 19805;  and the name of the registered
agent of the Corporation is Corporation Service Company.

                                    THIRD:


     The purpose of the  Corporation  is to engage in any lawful act or activity
for which  corporations may be organized under the Delaware General  Corporation
Law of the State of Delaware.

                                    FOURTH:


     The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is 55,000,000. The par value of each of such shares is $.001.

     50,000,000 of such shares shall be shares of common stock.

     5,000,000 of such shares shall be shares of preferred  stock.  The board of
directors  of the  Corporation  is  hereby  granted  the power to  determine  by
resolution from time to time the powers,  preferences,  rights,  qualifications,
restrictions or limitations of the preferred stock.

                                    FIFTH:

     The name and mailing address of the incorporator are as follows

    Steven I. Gutstein
    276 Fifth Avenue
    New York, New York 10001

                                    SIXTH:

     The Corporation is to have perpetual existence.

<PAGE>

                                   SEVENTH:

     Whenever a compromise or  arrangement is proposed  between the  Corporation
and its creditors or any class of them and/or  between the  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on  the  application  in a  summary  way  of the
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers  appointed for the Corporation under the provisions of
Section  291 of  Delaware  General  Corporation  Law or on  the  application  of
trustees in  dissolution  or of any  receiver  or  receivers  appointed  for the
Corporation under the provisions of Section 279 of Delaware General  Corporation
Law,  order a meeting  of the  creditors  or class of  creditors,  and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be,  agree to any  compromise  or  arrangement  of the  Corporation  as
consequence and to any  reorganization  of such  compromise or arrangement,  the
said compromise or arrangement and the said reorganization  shall, if sanctioned
by the court to which the said  application has been made, be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.


                                    EIGHTH:

     For the  management  of the  business and for the conduct of the affairs of
the  Corporation,  and in further  definition,  limitation and regulation of the
powers of the  Corporation  and of its directors and of its  stockholders or any
class thereof, as the case may be, it is further provided:

1.   The  management  of the  business  and the  conduct  of the  affairs of the
     Corporation  shall be  vested  in its  board of  directors.  The  number of
     directors  which shall  constitute  the whole board of  directors  shall be
     fixed by, or in the manner  provided  in, the  by-laws.  The phrase  "whole
     board" and the phrase "total  number of directors"  shall be deemed to have
     the same  meanings,  to wit,  the  total  number  of  directors  which  the
     Corporation would have if there were no vacancies. No election of directors
     need be by written ballot.

2.   After the original or other by-laws of the  Corporation  have been adapted,
     amended, or repealed, as the case may be, in accordance with the provisions
     of Section  109 of the  Delaware  General  Corporation  Law,  and after the
     Corporation  has  received  any payment for any of its stock,  the power to
     adopt,  amend, or repeal the by-laws of the Corporation may be exercised by
     the board of directors of the Corporation  subject to the reserved power of
     the stockholders to make, alter and repeal any by-laws adopted by the board
     of directors;  provided, however, that any provision for the classification
     of  directors  of the  Corporation  for  staggered  terms  pursuant  to the
     provisions  of  subsection  (d) of  Section  141 of  the  Delaware  General
     Corporation  Law  shall be set  forth in an  initial  by-law or in a by-law
     adopted by the stockholders of the Corporation entitled to vote.

3.   Whenever the  Corporation  shall be  authorized  to issue only one class of
     stock,  each  outstanding  share shall entitle the holder thereof to notice
     of, and the right to vote at, any  meeting of  stockholders.  Whenever  the
     Corporation  shall be authorized to issue more than one class of stock,  no
     outstanding  share of any class of stock which is denied voting power under
     the  provisions  of this  certificate  of  incorporation  shall entitle the
     holder thereof to the right to vote at any meeting of  stockholders  except
     as the  provisions of paragraph (2) of subsection (b) to Section 242 of the
     Delaware General Corporation Law shall otherwise require; provided, that no
     share of any such  class  which is  otherwise  denied  voting  power  shall
     entitle  the holder  thereof to vote upon the  increase  or decrease in the
     number of authorized shares of said class.

<PAGE>

4.   With the  consent  in  writing or  pursuant  to a vote of the  holders of a
     majority  of the  capital  stock  issued  and  outstanding,  the  board  of
     directors shall have the authority to dispose,  in any manner, of the whole
     property of the Corporation.

5.   The by-laws  shall  determine  whether and to what extent the  accounts and
     books of the  Corporation,  or any of them,  shall be open to inspection by
     the stockholders; and no stockholder shall have any right or inspecting any
     account or book or document of the Corporation,  except as conferred by law
     or by the by-laws or by resolution of the stockholders.

6.   The  stockholders  and  directors  shall  have  the  power  to  hold  their
     respective  meetings  and to keep the  books,  documents  and papers of the
     Corporation  outside  the State of  Delaware  at such places as may be from
     time to time designated by the by-laws or by resolution of the stockholders
     or  directors,  except  as  otherwise  required  by  the  Delaware  General
     Corporation Law.

7.   Any  action  required  to be taken or which  may be taken at any  annual or
     special  meeting of  stockholders of the Corporation may be taken without a
     meeting,  without prior notice and without a vote, if a consent or consents
     in  writing,  setting  forth the  action  so taken,  shall be signed by the
     holders of  outstanding  stock  having not less than the minimum  number of
     votes that would be necessary to authorize or take such action at a meeting
     at which all shares entitled to vote thereon were present and voted.

                                    NINTH:

     The  personal  liability  of the  directors  of the  Corporation  is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the Delaware  General  Corporation  Law, as the
same may be amended and supplemented.

                                    TENTH:

     The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General  Corporation Law, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities or other matters referred to in or covered by said section,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                                   ELEVENTH:

     From  time  to  time,  any  of  the  provisions  of  this   certificate  of
incorporation  may  be  amended,  altered  or  repealed;  and  other  provisions
authorized  by the  laws at the time in force  may be added or  inserted  in the
manner  and at the time  prescribed  by said  laws;  and all  rights at any time
conferred  upon the  stockholders  of the  Corporation  by this  certificate  of
incorporation are granted subject to the provisions of this Article ELEVENTH.

                                   TWELFTH:

     The  Corporation  elects not to be governed by Section 203 of the  Delaware
General Corporation Law.

Signed on September 27, 1999


                                                /s/Steven I. Gutstein
                                                ---------------------
                                                Steven I. Gutstein
                                                 Incorporator
<PAGE>



                         KINGSGATE ACQUISITIONS, INC.

                            A Delaware Corporation

                                    BY-LAWS


                                   ARTICLE I

                          Principal Executive Office


     The  principal  executive  office  of  Kingsgate  Acquisitions,  Inc.  (the
"Corporation") shall be at 950 11th Street, West Vancouver, British Columbia V7T
2M3 Canada. The Corporation may also have offices at such other places within or
without the State of Delaware as the board of directors  shall from time to time
determine.

                                  ARTICLE II

                                 Stockholders

     SECTION  1. Place of  Meetings.  All annual  and  special  meetings  of the
stockholders  shall be held at the principal  executive  office or at such other
place  within or without  the State of Delaware  as the board of  directors  may
determine and as designated in the notice of such meeting.

     SECTION 2. Annual Meeting.  A meeting of the  stockholders for the election
of  directors  and for the  transaction  of any  other  business  shall  be held
annually at such date and time as the board of directors may determine.

     SECTION 3. Special  Meetings.  Special meeting of the  stockholders for any
purpose or purposes may be called at any time by the board of directors, or by a
committee of the board of directors  which as been duly  designated by the board
of directors  and whose powers and  authorities,  as provided in a resolution of
the board of directors or in these  by-laws,  include the power and authority to
call such meetings, or by stockholders owning at least twenty-five percent (25%)
of the entire voting power of the  corporation's  capital stock but such special
meetings may not be called by any other person or persons.

     SECTION  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in  accordance  with these  by-laws or as otherwise  prescribed by the
board of directors. The chairman or the chief executive officer shall preside at
such meetings.

     SECTION 5. Notice of Meeting.  Written  notice  stating the place,  day and
time of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited in the United  States  mail,  addressed to the
stockholder  at his address as it appears on the stock transfer books or records
as of the record date prescribed in Section 6, with postage thereon prepaid.  If
a stockholder be present at a meeting, or in writing waive notice thereof before
or after  the  meeting,  notice  of the  meeting  to such  stockholder  shall be
unnecessary.  When any  stockholders'  meeting,  either  annual or  special,  is
adjourned  for thirty days or more,  notice of the  adjourned  meeting  shall be
given as in the case of an original  meeting.  It shall not be necessary to give
any notice of the time and place of any meeting  adjourned  for less than thirty
days or of the business to be transacted at such adjourned  meeting,  other than
an announcement at the meeting at which such adjournment is taken.

<PAGE>

     SECTION  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
stockholders  entitled to notice of or to vote at any stockholders'  meeting, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty days, and in case of a stockholders'  meeting, not less than
ten days  prior  to the date on which  the  particular  action,  requiring  such
determination of stockholders, is to be taken.

     When a determination of stockholders  entitled to vote at any stockholders'
meeting has been made as  provided in this  section,  such  determination  shall
apply to any adjournment thereof.

     SECTION 7. Voting  Lists.  The officer or agent having  charge of the stock
transfer   books  for  shares  shall  make,   at  least  ten  days  before  each
stockholders' meeting, a complete record of the stockholders entitled to vote at
such meeting or any adjournment  thereof,  with the address of and the number of
shares held by each.  The record,  for a period of ten days before such meeting,
shall be kept on file at the  principal  executive  office,  whether  within  or
outside  the  State of Delaware,  and  shall be  subject  to  inspection  by any
stockholder  for any purpose  germane to the  meeting at any time  during  usual
business hours. Such record shall also be produced and kept open at the time and
place of the meeting and shall be subject to the  inspection of any  stockholder
for any purpose germane to the meeting during the whole time of the meeting. The
original  stock  transfer  books  shall  be  prima  facie  evidence  as  to  the
stockholders entitled to examine such record or transfer books or to vote at any
stockholders' meeting.

     SECTION 8. Quorum.  One-fourth of the outstanding  shares entitled to vote,
represented in person or by proxy,  shall constitute a quorum at a stockholders'
meeting.  If less than one-fourth of the outstanding shares are represented at a
meeting,  a majority of the shares so  represented  may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.  The stockholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

     SECTION 9. Proxies. At all stockholders'  meetings,  a stockholder may vote
by proxy  executed  in writing  by such  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by such  stockholder  or, in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

     SECTION 10.  Voting.  At each  election  for  directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held. Unless otherwise provided by the certificate of incorporation, by
statute,  or by these  by-laws,  a majority  of votes of the  shares  present in
person or by proxy at a lawful  meeting and  entitled to vote on the election of
directors shall be sufficient to pass on a transaction or matter,  except in the
election of directors,  which election shall be determined by a plurality of the
votes of the shares present in person or by proxy at the meeting and entitled to
vote on the election of directors.

<PAGE>

     SECTION  11.  Voting  of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any  stockholders'
meeting any one or more of such  stockholders  may cast,  in person or by proxy,
all votes to which such  ownership is entitled.  In the event an attempt is made
to cast  conflicting  votes,  in person or by proxy,  by the several  persons in
whose name shares of stock stand,  the vote or votes to which these  persons are
entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such  meeting,  but no votes  shall be cast for
such stock without the direction of such a majority.

     SECTION 12.  Voting of Shares by Certain  Holders.  Shares of capital stock
standing in the name of another  corporation may be voted by any officer,  agent
or proxy as these by-laws of such corporation may prescribe,  or, in the absence
of such provision,  as the board of directors of such corporation may determine.
Shares held by an administrator,  executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name.  Shares  standing in the name of a trustee may be voted by him,  either in
person or by proxy,  but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.  Shares standing in the name of
a  receiver  may be voted by such  receiver,  and  shares  held by or under  the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if authority to do so is contained in an appropriate  order of the
court or other public authority by which such receiver was appointed.

     A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
shares at any stockholders' meeting until such shares have been transferred into
the name of the pledgee and  thereafter  such pledgee  shall be entitled to vote
the shares so transferred.

     Neither  treasury  shares of its own  stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall  be  voted  at  any  stockholders'  meeting  or  counted  in
determining  the total  number  of  outstanding  shares  at any  given  time for
purposes of any meeting.

     SECTION  13.  Inspectors  of  Election.  In  advance  of any  stockholders'
meeting,  the  chairman of the board or the board of  directors  may appoint any
persons,  other than  nominees for office,  as  inspectors of election to act at
such  meeting or any  adjournment  thereof.  The number of  inspectors  shall be
either  one or three.  If the board of  directors  appoints  either one or three
inspectors,  that appointment shall not be altered at the meeting. If inspectors
of election are not so  appointed,  the  chairman of the board of directors  may
make an  appointment at the meeting.  In case any person  appointed as inspector
fails to  appear  or fails or  refuses  to act,  the  vacancy  may be  filled by
appointment  in advance of the meeting or at the meeting by the  chairman of the
board of directors or the president of the Corporation.

     Unless  otherwise   prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

<PAGE>

     SECTION 14.  Nominating  Committee.  The board of  directors or a committee
appointed  by the board of  directors  shall  act as  nominating  committee  for
selecting the management nominees for election as directors.  Except in the case
of a  nominee  substituted  as a result of the  death or other  incapacity  of a
management nominee,  the nominating  committee shall deliver written nominations
to the  secretary at least twenty days prior to the date of the annual  meeting.
Provided such committee  makes such  nominations,  no nominations  for directors
except those made by the nominating  committee shall be voted upon at the annual
meeting  unless  other  nominations  by  stockholders  are made in  writing  and
delivered  to  the   secretary  in  accordance   with  the   provisions  of  the
Corporation's certificate of incorporation.

     SECTION  15. New  Business.  Any new  business to be taken up at the annual
meeting  shall be stated in writing and filed with the  secretary in  accordance
with the  provisions of the  Corporation's  certificate of  incorporation.  This
provision shall not prevent the consideration and approval or disapproval at the
annual  meeting  of  reports  of  officers,  directors  and  committees,  but in
connection  with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as provided in the Corporation's  certificate of
incorporation.

                                  ARTICLE III

                              Board of Directors

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
shall be under the  direction  of the board of  directors.  The  chairman  shall
preside at all meetings of the board of directors.

     SECTION 2. Number, Term and Election. The number of directors shall be such
number,  not less than one nor more than seven (exclusive of directors,  if any,
to be elected by holders of preferred  stock), as shall be provided from time to
time in a  resolution  adopted  by the  board  of  directors,  provided  that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken to
decrease or increase the number of  directors  from time to time unless at least
two-thirds  of the  directors  then in  office  shall  concur  in  said  action.
Exclusive of directors, if any, elected by holders of preferred stock, vacancies
in the board of directors, however caused, and newly created directorships shall
be filled by a vote of two-thirds of the  directors  then in office,  whether or
not a quorum,  and any director so chosen shall hold office for a term  expiring
at the annual stockholders'  meeting at which the term of the class to which the
director has been chosen  expires and when the  director's  successor is elected
and qualified. The board of directors shall be classified in accordance with the
provisions of Section 3 of this Article III.

     SECTION 3. Regular  Meetings.  A regular  meeting of the board of directors
shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.

     SECTION 4. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the chairman,  the chief executive  officer or
one-third of the directors. The person calling the special meetings of the board
of directors  may fix any place as the place for holding any special  meeting of
the board of directors called by such persons.

     Members of the board of the directors may  participate in special  meetings
by means of telephone  conference or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

<PAGE>

     SECTION 5. Notice.  Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
shall  constitute a quorum for the transaction of business at any meeting of the
board of directors,  but if less than such  majority is present at a meeting,  a
majority of the  directors  present  may adjourn the meeting  from time to time.
Notice of any adjourned  meeting shall be given in the same manner as prescribed
by Section 5 of this Article III.

     SECTION  7.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a greater  number is  prescribed  by these  by-laws,  the
certificate of  incorporation,  or the General  Corporation  Law of the State of
Delaware.

     SECTION 8. Action Without a Meeting. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

     SECTION 9.  Resignation.  Any  director may resign at any time by sending a
written notice of such resignation to the home office addressed to the chairman.
Unless  otherwise  specified  therein  such  resignation  shall take effect upon
receipt thereof by the chairman.

     SECTION 10.  Vacancies.  Any vacancy  occurring  on the board of  directors
shall  be  filled  in  accordance  with  the  provisions  of  the  Corporation's
certificate  of  incorporation.  Any  directorship  to be filled by reason of an
increase in the number of  directors  may be filled by the  affirmative  vote of
two-thirds of the directors  then in office or by election at an annual  meeting
or at a special meeting of the stockholders  held for that purpose.  The term of
such director shall be in accordance  with the  provisions of the  Corporation's
certificate of incorporation.

     SECTION 11.  Removal of  Directors.  Any  director  or the entire  board of
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's certificate of incorporation.

     SECTION 12. Compensation.  Directors, as such, may receive compensation for
service  on the board of  directors.  Members  of  either  standing  or  special
committees  may be  allowed  such  compensation  as the board of  directors  may
determine.

     SECTION  13.  Age  Limitation.  No  person 72 years or more of age shall be
eligible for election, reelection, appointment or reappointment to the board. No
director shall serve as such beyond the annual meeting immediately following the
director  becoming  72 years of age.  This age  limitation  does not apply to an
advisory director.

<PAGE>

                                  ARTICLE IV

                     Committees of the Board of Directors

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  as they may determine to be necessary
or  appropriate  for the conduct of the business,  and may prescribe the duties,
constitution and procedures thereof. Each committee shall consist of one or more
directors  appointed by the  chairman.  The chairman may  designate  one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of the committee.

     The chairman shall have power at any time to change the members of, to fill
vacancies  in, and to discharge  any  committee of the board.  Any member of any
such  committee  may  resign  at any time by giving  notice to the  Corporation;
provided,  however,  that notice to the board,  the  chairman of the board,  the
chief executive officer, the chairman of such committee,  or the secretary shall
be deemed to constitute  notice to the Corporation.  Such resignation shall take
effect upon receipt of such notice or at any later time specified therein;  and,
unless otherwise specified therein,  acceptance of such resignation shall not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.

                                   ARTICLE V

                                   Officers

     SECTION 1. Positions. The officers shall be a chairman, a president, one or
more vice presidents, a secretary and a treasurer, each of whom shall be elected
by the board of directors. The board of directors may designate one or more vice
presidents as executive  vice president or senior vice  president.  The board of
directors may also elect or authorize the  appointment of such other officers as
the business may require.  The officers  shall have such  authority  and perform
such  duties  as the  board of  directors  may from  time to time  authorize  or
determine.  In the  absence of action by the board of  directors,  the  officers
shall  have such  powers  and duties as  generally  pertain to their  respective
offices.

     SECTION 2.  Election  and Term of  Office.  The  officers  shall be elected
annually  by the  board  of  directors  at the  first  meeting  of the  board of
directors held after each annual meeting of the stockholders. If the election of
officers  is not  held at such  meeting,  such  election  shall  be held as soon
thereafter as possible. Each officer shall hold office until his successor shall
have been duly elected and  qualified,  until his death or until he shall resign
or shall have been  removed  in the manner  hereinafter  provided.  Election  or
appointment of an officer, employee or agent shall not of itself create contract
rights.  The board of directors may authorize the  Corporation  to enter into an
employment  contract with any officer in accordance  with state law; but no such
contract  shall impair the right of the board of directors to remove any officer
at any time in accordance with Section 3 of this Article V.

     SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the
board of directors whenever, in its judgment,  the best interests will be served
thereby,  but such removal,  other than for cause, shall be without prejudice to
the contract rights, if any, of the person so removed.

     SECTION  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  Remuneration.  The  remuneration of the officers shall be fixed
from time to time by the board of  directors,  and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director.



<PAGE>

                                  ARTICLE VI

                     Contracts, Loans, Checks and Deposits

     SECTION 1. Contracts. To the extent permitted by applicable law, and except
as otherwise  prescribed by the  Corporation's  certificate of  incorporation or
these by-laws with respect to certificates for shares, the board of directors or
the executive committee may authorize any officer,  employee,  or agent to enter
into any  contract or execute and deliver any  instrument  in the name of and on
behalf. Such authority may be general or confined to specific instances.

     SECTION 2. Loans. No loans shall be contracted on behalf and no evidence of
indebtedness  shall be  issued  in its name  unless  authorized  by the board of
directors. Such authority may be general or confined to specific instances.

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
payment of money,  notes or other evidences of  indebtedness  issued in the name
shall be signed by one or more  officers,  employees  or agents in such  manner,
including  in  facsimile  form,  as shall  from  time to time be  determined  by
resolution of the board of directors.

     SECTION 4.  Deposits.  All funds not otherwise  employed shall be deposited
from time to time to the credit in any of its duly  authorized  depositories  as
the board of directors may select.

                                  ARTICLE VII

                  Certificates for Shares and Their Transfer

     SECTION 1.  Certificates  for Shares.  The shares of capital stock shall be
represented by certificates  signed by the chairman of the board of directors or
the president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary, and may be sealed with the seal or a
facsimile  thereof.  Any  or all of the  signatures  upon a  certificate  may be
facsimiles  if  the  certificate  is  countersigned  by  a  transfer  agent,  or
registered by a registrar,  other than the Corporation itself or an employee. If
any officer  who has signed or whose  facsimile  signature  has been placed upon
such certificate  shall have ceased to be such officer before the certificate is
issued,  it may be issued by the Corporation  with the same effect as if he were
such officer at the date of its issue.

     SECTION 2. Form of Share Certificates. All certificates representing shares
of capital stock shall set forth upon the face or back that the Corporation will
furnish to any  stockholder  upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights of the shares of
each class  authorized to be issued,  the variations in the relative  rights and
preferences  between the shares of each such series so far as the same have been
fixed and  determined,  and the  authority  of the board of directors to fix and
determine the relative rights and preferences of subsequent series.

     Each  certificate  representing  shares shall state upon the face  thereof:
that the Corporation is organized  under the laws of the State of Delaware;  the
name of the  person  to whom  issued;  the  number  and  class  of  shares,  the
designation of the series,  if any, which such certificate  represents;  the par
value of each share  represented  by such  certificate,  or a statement that the
shares  are  without  par  value.  Other  matters  in  regard to the form of the
certificates shall be determined by the board of directors.

     SECTION 3. Payment for Shares. No certificate shall be issued for any share
of capital stock until such share is fully paid.

     SECTION 4. Form of Payment for Shares.  The  consideration for the issuance
of shares of capital  stock shall be paid in accordance  with the  provisions of
the certificate of incorporation.

<PAGE>

     SECTION 5. Transfer of Shares. Transfer of shares of capital stock shall be
made only on the stock  transfer  books of the  Corporation.  Authority for such
transfer  shall be given  only to the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock  stand on the books  shall be deemed  by the  Corporation  to be the owner
thereof for all purposes.

     SECTION  6. Lost  Certificates.  The board of  directors  may  direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

                                 ARTICLE VIII

                           Fiscal Year; Annual Audit

     The fiscal  year shall end on the last day of  December  of each year.  The
Corporation shall be subject to an annual audit as of the end of its fiscal year
by independent public  accountants  appointed by and responsible to the board of
directors.

                                  ARTICLE IX

                                   Dividends

     Dividends  upon  the  capital  stock,  subject  to  the  provisions  of the
certificate of incorporation,  if any, may be declared by the board of directors
at any regular or special directors' meeting,  pursuant to law. Dividends may be
paid in cash, in property or in stock.

                                   ARTICLE X

                               Corporation Seal

     The  corporate  seal shall be in such form as the board of directors  shall
prescribe.

                                  ARTICLE XI

                                  Amendments

     Pursuant  to  the  certificate  of  incorporation,  these  by-laws  may  be
repealed,  altered, amended or rescinded by the stockholders only by vote of not
less  than  three-quarters  of the  voting  power of the  outstanding  shares of
capital  stock   entitled  to  vote  generally  in  the  election  of  directors
(considered  for this  purpose as one  class)  cast at a  stockholders'  meeting
called  for  that  purpose  (provided  that  notice  of  such  proposed  repeal,
alteration,  amendment or rescission is included in the notice of such meeting).
In addition,  the board of directors may repeal,  alter,  amend or rescind these
by-laws by vote of  two-thirds of the board of directors at a legal meeting held
in accordance with the provisions of these by-laws.

<PAGE>

                                  ARTICLE XII

                  Indemnification of Directors and Officers

1.   INDEMNIFICATION. The corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to any proceeding, whether civil,
     criminal,  administrative  or investigative  (other than an action by or in
     the right of the  corporation) by reason of the fact that such person is or
     was a director,  trustee, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, trustee,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise,  against expenses (including attorneys'
     fees),  judgments,  fines  and  amounts  paid in  settlement  actually  and
     reasonably  incurred by such person in connection with such action, suit or
     proceeding  if such person  acted in good faith and in a manner such person
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation,  and with respect to any criminal action or proceeding, had no
     reasonable  cause to  believe  such  person's  conduct  was  unlawful.  The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the  corporation,  and with
     respect to any  criminal  action or  proceeding,  had  reasonable  cause to
     believe that such person's conduct was lawful.

2.   DERIVATIVE ACTION. The corporation shall indemnify any person who was or is
     a party or is threatened to be made a party to any  threatened,  pending or
     completed action or suit by or in the right of the corporation to procure a
     judgment in the corporation's  favor by reason of the fact that such person
     is  or  was  a  director,  trustee,  officer,  employee  or  agent  of  the
     corporation,  or is or was serving at the request of the  corporation  as a
     director,  trustee,  officer,  employee or agent of any other  corporation,
     partnership,  joint venture,  trust or other  enterprise,  against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and  reasonably  incurred by such person in connection
     with such action, suit or proceeding if such person acted in good faith and
     in a manner such person reasonably  believed to be in or not opposed to the
     best   interests   of  the   corporation;   provided,   however,   that  no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which  such  person  shall  have been  adjudged  to be liable  for gross
     negligence or willful  misconduct in the  performance of such person's duty
     to the  corporation  unless and only to the extent  that the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  circumstances  of the case,  such person is fairly and  reasonably
     entitled to  indemnity  for such  expenses as such court shall deem proper.
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, by itself, create a presumption that the person did
     not act in good faith and in a manner which the person reasonably  believed
     to be in or not opposed to the best interest of the corporation.

3.   SUCCESSFUL  DEFENSE.  To the  extent  that a  director,  trustee,  officer,
     employee or agent of the corporation has been successful,  on the merits or
     otherwise,  in  whole  or in  part,  in  defense  of any  action,  suit  or
     proceeding  referred to in  paragraphs 1 and 2 above,  or in defense of any
     claim,  issue or matter therein,  such person shall be indemnified  against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     such person in connection therewith.

<PAGE>

4.   AUTHORIZATION.  Any  indemnification  under paragraph 1 and 2 above (unless
     ordered by a court) shall be made by the corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     director,   trustee,   officer,   employee   or  agent  is  proper  in  the
     circumstances  because  such  person  has met the  applicable  standard  of
     conduct set forth in paragraph 1 and 2 above. Such  determination  shall be
     made  (a)  by the  board  of  directors  by a  majority  vote  of a  quorum
     consisting  of  directors  who were not  parties  to such  action,  suit or
     proceeding,  (b) by independent  legal counsel  (selected by one or more of
     the directors, whether or not a quorum and whether or not disinterested) in
     a  written  opinion,  or (c)  by the  stockholders.  Anyone  making  such a
     determination  under this  paragraph 4 may determine  that a person has met
     the  standards  therein set forth as to some claims,  issues or matters but
     not as to  others,  and  may  reasonably  prorate  amounts  to be  paid  as
     indemnification.

5.   ADVANCES.  Expenses incurred in defending civil or criminal actions,  suits
     or proceedings  shall be paid by the corporation,  at any time or from time
     to time in  advance  of the  final  disposition  of  such  action,  suit or
     proceeding as  authorized in the manner  provided in paragraph 4 above upon
     receipt  of an  undertaking  by or on  behalf  of  the  director,  trustee,
     officer,  employee or agent to repay such amount unless it shall ultimately
     be determined by the corporation that the payment of expenses is authorized
     in this Section.

6.   NONEXCLUSIVITY.  The indemnification  provided in this Section shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled  under  any  law,  by-law,  agreement,  vote  of  stockholders  or
     disinterested  director or  otherwise,  both as to action in such  person's
     official  capacity and as to action in another  capacity while holding such
     office,  and shall continue as to a person who has ceased to be a director,
     trustee,  officer, employee or agent and shall insure to the benefit of the
     heirs, executors, and administrators of such a person.

7.   INSURANCE.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  trustee,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation as a director,  trustee,  officer,  employee or
     agent  of any  corporation,  partnership,  joint  venture,  trust  or other
     enterprise,  against any liability assessed against such person in any such
     capacity or arising out of such person's status as such, whether or not the
     corporation  would have the power to  indemnify  such person  against  such
     liability.

8.   "CORPORATION"  DEFINED.  For  purpose  of this  action,  references  to the
     "corporation"   shall  include,   in  addition  to  the  corporation,   any
     constituent  corporation  (including  any  constituent  of  a  constituent)
     absorbed in a consolidation or merger which, if its separate  existence had
     continued,  would  have  had the  power  and  authority  to  indemnify  its
     directors,  trustees, officers, employees or agents, so that any person who
     is or was a  director,  trustee,  officer,  employee  or  agent  of such of
     constituent  corporation  will  be  considered  as  if  such  person  was a
     director, trustee, officer, employee or agent of the corporation.

<PAGE>



                         KINGSGATE ACQUISITIONS, INC.
            (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

This certifies that ----------

is the registered owner of ----------------

fully paid and non-assessable shares of common stock, $.001 par value each of

                        KINGSGATE ACQUISITIONS, INC.

    Transferable  on the books of the Corporation in person or by  attorney upon
surrender of this  Certificate  duly endorsed or assigned.  This Certificate and
the shares represented hereby  are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation  and By-laws of the Corporation,  as now
or hereafter amended.  This Certificate is not valid unless countersigned by the
Transfer Agent

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

Dated: ----------------

                         KINGSGATE ACQUISITIONS, INC.
/s/ Leslie McGuffin              CORPORATE SEAL          /s/ Barney Magnusson
- ----------------                     1999                --------------------
   Secretary                       DELAWARE                 President

                                                                 Countersigned:
                                         Olde Monmouth Stock Transfer Co., Inc.
                                                                 Transfer Agent

                                                           AUTHORIZED SIGNATURE

<PAGE>



     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN -  as joint tenants with right of
         survivorship and not as tenants
         in common and not as community property

UNIFORM GIFTS TO MINORS ACT

( Custodian)                       (Minor)
under the Uniform Gifts of Minors Act of  the State of ------------------

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

Please insert social security
or other identifying number: -----------------

(Insert name and address, including zip code):

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

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

- --------------------------------------------- shares

of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint

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

to transfer the said shares on the books of the within named Corporation
with full power of substitution in the premises.



DATED: -------------                  ---------------------------------------


     NOTICE:  The signature to this  assignment must correspond with the name as
it is  written  upon the face of the  Certificate  in every  particular  without
alteration or enlargement or any change whatever.


SIGNATURE GUARANTEE:





                         KINGSGATE ACQUISITIONS, INC.
            (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

     This certifies that: ----------------

     the registered Holder or registered assign (the "Holder"), is the owner for
value received of: ----------  warrants (the "Warrants")  (subject to adjustment
as  hereinafter  referred  to),  each of which  Warrants  entitles the Holder to
purchase  during the  period  commencing  ---------  and  expiring  at 5:00 P.M.
Eastern  Time on ------,  200-,  one fully paid, non-assessable  share of common
stock,  $.001 par value per share ("Share") of Kingsgate  Acquisitions,  Inc., a
Delaware  corporation  (the  "Company"),  upon  payment  of $1.00 per share (the
"Exercise Price"), provided, however, that the number of Shares purchasable upon
exercise of each  Warrant may be  increased  or reduced and the  Exercise  Price
adjusted  in the  event  of a stock  dividend,  stock  split,  reclassification,
reorganization,  consolidation,  merger, sale of all or substantially all of the
property of the Company, sales of stock at less than the greater of market value
or the Exercise  Price or other  dilutive  transactions.  The Exercise  Price of
Warrants represented by this Warrant Certificate is payable either in cash or by
bank  draft to the order of the  Company.  No  adjustment  shall be made for any
dividends on any Shares  issuable upon exercise of the Warrants  represented  by
this Warrant Certificate.

     In order to exercise  these  Warrants,  the form of election to purchase on
the  reverse  side  must  be  properly  completed  and  executed.   If  Warrants
represented by this Warrant Certificate are exercised with respect to fewer than
all Shares  purchasable,  certificates  representing  Warrants to  purchase  the
remaining number of Shares will be issued.

     The Company  shall not be required  to issue  fractions  of Shares upon the
exercise of  Warrants,  but the holder  shall have the right to purchase a whole
Share.

     Warrants  are  transferable  at the  office of the  Company  by the  Holder
thereof in person or by  attorney  duly  authorized  in  writing,  but only upon
surrender of the Warrant  Certificate and the payment of transfer taxes, if any.
Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of
different  denominations  of like tenor and  representing  in the  aggregate the
right to purchase a like number of Shares,  will be issued to the  transferee in
exchange for this Warrant Certificate.

     This Warrant Certificate,  when surrendered at the office of the Company by
the Holder in person or by attorney duly authorized in writing, may be exchanged
for any other Warrant Certificates of different  denominations of like tenor and
representing in the aggregate the right to purchase a like number of Shares.

     If this Warrant  Certificate  shall be surrendered  for exercise within any
period  during  which  the  transfer  books for the  Shares or other  securities
purchasable upon the exercise of Warrants are closed for any reason, the Company
shall not be  required  to make  delivery  of  Certificates  for the  securities
purchasable  upon such exercise until the date of the reopening of said transfer
books.

     The Holder shall not be entitled to any of the rights of a  shareholder  of
the Company prior to exercise hereof.

     This Warrant  Certificate is not valid unless  countersigned by the Warrant
Transfer Agent.

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

                                                                 COUNTERSIGNED:
                                         OLDE MONMOUTH STOCK TRANSFER CO., INC.
                                                 77 Memorial Parkway, Suite 101
                                           Atlantic Highlands, New Jersey 07716

                                                           AUTHORIZED SIGNATURE
Dated: ----------------

                         KINGSGATE ACQUISITIONS, INC.
/s/ Leslie McGuffin              CORPORATE SEAL          /s/ Barney Magnusson
- ----------------                     1999                --------------------
   Secretary                       DELAWARE             President



<PAGE>


     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT -  as tenants by the entireties
JT TEN -  as joint tenants with right of
         survivorship and not as tenants
         in common and not as community property

UNIFORM GIFTS TO MINORS ACT

( Custodian)                       (Minor)
under the Uniform Gifts of Minors Act of  the State of ------------------

EXERCISE

     I or we  hereby  irrevocably  elect  to  exercise  the  right  of  purchase
represented by this certificate to purchase ------ shares of the common stock of
the Company ("Shares") and hereby make payment of  -----------------  (number of
shares  purchased  multiplied  by  $1.00)  payable  to the  order  of  KINGSGATE
ACQUISITIONS, INC. in payment of the exercise price for such Shares, and request
that certificates for the Shares shall be issued in the name of:

Please insert social security or EIN number
or other identifying number: -------------------------

(Insert name address, including zip code):

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

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

     And,  if such number of Shares  shall not be all of the shares  purchasable
hereunder,  that a new Warrant  Certificate or like tenor for the balance of the
remaining  Shares  purchasable  hereunder be delivered to the undersigned at the
address above.

     IMPORTANT:  The name of the person  exercising this warrant must correspond
with the name of the  Warrantholder  written on the face of this  Certificate in
every particular,  without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.


DATED: ---------------- 19--            X---------------------------------------
                                              Signature of Registered Holder


                                       X---------------------------------------
                                              Signature of Registered Holder

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

Please insert social security or EIN number
or other identifying number: -----------------

(Insert name and address, including zip code):

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

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

     The right to purchase  -------------- Shares evidenced by this Warrant, and
does hereby irrevocably constitute and appoint any officer of the Company or its
transfer  agent and  registrar as lawful  Attorney to transfer such right on the
books of the Company with full power of substitution in the premises.



DATED: -------------, 19--              X---------------------------------------
                                           Signature of Registered Holder


                                       X---------------------------------------
                                           Signature of Registered Holder

     IMPORTANT:  Every  registered  owner of this  Certificate  must  sign it to
assign or otherwise  transfer  Warrants.  The above signature or signatures must
correspond  with the name or names  written on the face of this  Certificate  in
every particular,  without alteration,  enlargement or any change whatever. Each
signature should be "medallion"  guaranteed by an eligible guarantor institution
(Banks,  Stockbrokers,  Savings and Loan  Associations  and Credit  Unions) with
membership in an approved signature guarantee Medallion Program pursuant to Rule
17Ad-15 of the Securities Exchange Act of 1934.

SIGNATURE GUARANTEE:


<PAGE>



                              WARRANT AGREEMENT


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


                         KINGSGATE ACQUISITIONS, INC.


                                      AND


                    OLDE MONMOUTH STOCK TRANSFER CO., INC.

                                 WARRANT AGENT





                           ----------------- , 1999










<PAGE>

                               WARRANT AGREEMENT

     THIS  AGREEMENT  dated  as of  ----------------,  1999,  between  Kingsgate
Acquisitions,  Inc., a Delaware  corporation (the "Company"),  and Olde Monmouth
Stock Transfer Co., Inc. , a transfer agency located in Atlantic Highlands,  New
Jersey (the "Warrant  Agent")  (collectively,  the "Parties" and  individually a
"Party").

     WHEREAS:   The  Company  is  conducting  a  public  offering  (the  "Public
Offering") of 1,000,000 units (the "Units") each Unit consisting of one share of
Common Stock,  $.001 par value per share  ("Common  Stock") and five  redeemable
common stock purchase warrants ("Warrants"); and

     WHEREAS,  the Company  desires to provide for the  issuance,  registration,
transfer,  exchange and exercise of  certificates  (the "Warrant  Certificates")
representing the Warrants and for the exercise of the Warrants;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter  set forth and for the purpose of defining the terms and  provisions
of the Warrant  Certificates  and the Warrants,  and the  respective  rights and
obligations  thereunder of the Company,  the  registered  holders of the Warrant
Certificates and the Warrant Agent, the Parties agree as follows:

1.   Definitions.

    As used herein:

     (a)  "Common Stock" shall mean Common Stock of the Company,  whether now or
          hereafter  authorized,  holders of which have the right to participate
          in the  distribution  of earnings  and assets of the  Company  without
          limit as to amount or percentage.

     (b)  "Corporate  Office"  shall mean the place of  business  of the Warrant
          Agent (or its  successor)  which  office is  presently  located  at 77
          Memorial Parkway, Suite 101, Atlantic Highlands, New Jersey 07716.

     (c)  "Effective  Date" shall mean  ------------------  , 1999,  the date on
          which the Company's  Registration  Statement is declared  effective by
          the Securities and Exchange Commission.

     (d)  "Exercise  Date" shall mean the date of surrender  for exercise of any
          Warrant  Certificate,  provided the  exercise  form on the back of the
          Warrant  Certificate or a form substantially  similar thereto has been
          completed in full by the Registered Owner or a duly appointed attorney
          and the Warrant  Certificate  is accompanied by payment in full of the
          Exercise Price.

     (e)  "Exercise  Period"  shall mean the period  commencing on the Effective
          Date and extending to and through the Expiration Date.

     (f)  "Exercise  Price"  shall mean $1.00;  provided,  however,  that in the
          event the Company reduces the Exercise Price, the Exercise Price shall
          be as established by the Company.

     (g)  "Expiration Date" shall mean 5:00 P.M. Eastern Time on the last day of
          the two year period  commencing on the Effective Date,  subject to the
          terms provided in Section 5 herein for redemption;  provided  however,
          if such date shall be a holiday or a day on which banks are authorized
          to close,  then Expiration Date shall mean 5:00 p.m.,  Eastern Time on
          the next  following  day  which in the  State of New  Jersey  is not a
          holiday  or a day on which  banks  are  authorized  to  close.  If the
          Company  redeems  the  Warrants  as  provided  in  Section  5 of  this
          Agreement, the Expiration Date shall be the date fixed for redemption.

<PAGE>

     (h)  "Warrants" shall mean 5,000,000  Warrants to purchase 5,000,000 shares
          of Common Stock,  all of which will be sold in the Public  Offering as
          part of the Units.

     (i)  "Registered  Owner"  shall mean the  person in whose name any  Warrant
          Certificate shall be registered on the books maintained by the Warrant
          Agent pursuant to Section 7 of this Agreement.

     (j)  "Registration   Statement"  shall  mean  the  Company's   Registration
          Statement on Form SB-2 (S.E.C. File No. 333- ), as amended.

     (k)  "Warrant  Agent" shall mean Olde Monmouth  Stock Transfer Co., Inc. or
          any successor, as the transfer agent and registrar of the Warrants.

     (l)  "Warrant Shares" shall mean and include up to 5,000,000 authorized and
          unissued  shares of Common Stock  reserved for issuance on exercise of
          the Warrants, and unless otherwise noted, and any additional shares of
          Common  Stock or other  property  which may  hereafter  be issuable or
          deliverable on exercise of the Warrants  pursuant to Section 9 of this
          Agreement.

2.   Warrants and Issuance of Warrant Certificates.

     Each Warrant  shall  initially  entitle the  Registered  Owner of a Warrant
Certificate  representing  Warrants to purchase one share of Common Stock on the
exercise of each Warrant,  subject to modification and adjustment as hereinafter
provided in Section 9. Warrant Certificates  representing 5,000,000 Warrants and
evidencing  the right to purchase an  aggregate  of  5,000,000  shares of Common
Stock of the Company shall be executed by the proper officers of the Company and
delivered to the Warrant Agent for countersignature.  Warrant Certificates to be
delivered to the Warrant Agent shall be in direct  relation to the Units sold in
the Company's Public Offering and shall be attached to certificates representing
an equal number of shares of Common Stock. The Warrant Certificates representing
the Warrants will be issued and delivered on written order of the Company signed
by the proper  officers of the Company.  The Warrant Agent shall deliver Warrant
Certificates  in required  whole number  denominations  to the persons  entitled
thereto  in  connection  with any  transfer  or  exchange  permitted  under this
Agreement.

     Except as  provided  in  Section 8 hereof,  certificates  representing  the
Warrant Shares shall be issued only on or after the Exercise Date on exercise of
the Warrants or on transfer or exchange of the Warrant Shares.

3.   Form and Execution of Warrant Certificates.

     The Warrant  Certificates  shall be  substantially  in the form attached as
Exhibit "A" and may have such letters,  numbers or other marks of identification
and such legends,  summaries or endorsements  printed,  lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement.  The Warrant Certificates shall be dated as of the
date of issuance, whether on initial issuance,  transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates.

     Each Warrant  Certificate shall be initially issued only when attached to a
certificate  representing  that  number  of  Shares  of  Common  Stock  which is
one-fifth  the number of Warrants  represented  by the Warrant  Certificate  and
shall be separately transferable from the certificate representing the Shares of
Common Stock immediately upon issuance.

<PAGE>

     The Warrant  Certificates shall be executed on behalf of the Company by its
duly  authorized  officers,  by manual  signatures  or by  facsimile  signatures
printed thereon,  and shall have imprinted  thereon a facsimile of the Company's
seal. The Warrant  Certificates  shall be manually  countersigned by the Warrant
Agent and shall not be valid for any  purpose  unless so  countersigned.  In the
event any officer of the Company who  executed  the Warrant  Certificates  shall
cease to be an officer of the Company before the date of issuance of the Warrant
Certificates or before  countersignature and delivery by the Warrant Agent, such
Warrant  Certificates may be countersigned,  issued and delivered by the Warrant
Agent with the same  force and  effect as though  the  person  who  signed  such
Warrant Certificates had not ceased to be an officer of the Company.

4.   Exercise.

     The exercise of Warrants in accordance  with this  Agreement  shall only be
permitted during the Exercise Period.

     Warrants  shall be deemed to have been exercised  immediately  prior to the
close of business on the Exercise  Date.  The exercise form shall be executed by
the Registered Owner thereof or the Registered  Owner's attorney duly authorized
in writing and shall be delivered together with payment to the Warrant Agent, in
cash or by official bank or certified check, of an amount in lawful money of the
United  States of  America.  Such  payment  shall be in an  amount  equal to the
Exercise Price as hereinabove defined.

     The person entitled to receive the number of Warrant Shares  deliverable on
such exercise shall be treated for all purposes as the Registered  Owner of such
Warrant  Shares as of the close of business on the  Exercise  Date.  The Company
shall not be  obligated  to issue any  fractional  share  interests  in  Warrant
Shares.  If Warrants  represented by more than one Warrant  Certificate shall be
exercised at one time by the same Registered  Owner,  the number of full Warrant
Shares  which shall be issuable  on  exercise  thereof  shall be computed on the
basis of the aggregate number of full Warrant Shares issuable on such exercise.

     As soon as  practicable  on or after  the  Exercise  Date and in any  event
within 30 days after such date,  the Warrant  Agent shall cause to be issued and
delivered to the person or persons  entitled to receive the same, a  certificate
or certificates  for the number of Warrant Shares  deliverable on such exercise.
No  adjustment  shall be made in respect  of cash  dividends  on Warrant  Shares
deliverable on exercise of any Warrant.  The Warrant Agent shall promptly notify
the  Company  in  writing of any  exercise  and of the number of Warrant  Shares
caused to be delivered and shall cause payment of an amount in cash equal to the
Exercise  Price to be made  promptly  to the order of the  Company.  The Parties
contemplate  such payments will be made by the Warrant Agent to the Company on a
weekly basis and will consist of collected  funds only.  The Warrant Agent shall
hold  any   proceeds   collected   and  not  yet  paid  to  the   Company  in  a
Federally-insured  escrow account at a commercial  bank selected by agreement of
the Company and the Warrant  Agent,  at all times relevant  hereto.  Following a
determination by the Warrant Agent that collected funds have been received,  the
Warrant  Agent  shall  cause  the  Transfer  Agent to issue  share  certificates
representing the number of Warrant Shares purchased by the Registered Owner.

     Expenses incurred by the Warrant Agent, including administrative costs, and
the standard fees imposed by the Warrant Agent for the Warrant Agent's services,
shall be paid by the Company and shall be deducted from the Escrow Account prior
to distribution of funds to the Company.

<PAGE>

     A  detailed  accounting  statement  setting  forth the  number of  Warrants
exercised,  the number of Warrant  Shares  issued,  the net amount of  exercised
funds and all expenses incurred by the Warrant Agent shall be transmitted to the
Company on payment of each exercise  amount.  Such  accounting  statement  shall
serve as an interim  accounting for the Company during the Exercise Period.  The
Warrant  Agent shall render to the Company,  at the  completion  of the Exercise
Period, a complete  accounting  setting forth the number of Warrants  exercised,
the identity of persons  exercising such Warrants,  the number of Warrant Shares
issued, the amounts distributed to the Company, and all expenses incurred by the
Warrant Agent.

     The  Company may be required to deliver a  prospectus  that  satisfies  the
requirements  of Section 10 of the Securities Act of 1933, as amended (the "1933
Act") with delivery of the Warrant Shares and must have a registration statement
(or a post-effective  amendment to an existing registration statement) effective
under the 1933 Act in order for the Company to comply  with any such  prospectus
delivery  requirements.  The Company will advise the Warrant Agent of the status
of any such  registration  statement under the 1933 Act and of the effectiveness
of the Company's registration statement or lapse of effectiveness.

     No issuance of Warrant  Shares  shall be made unless  there is an effective
registration  statement under the 1933 Act, and registration or qualification of
the Warrant Shares, or an exemption  therefrom,  has been obtained from state or
other  regulatory  authorities in the  jurisdiction in which such Warrant Shares
are sold. The Company will provide to the Warrant Agent written  confirmation of
all  such  registration  or  qualification,  or  an  exemption  therefrom,  when
requested by the Warrant Agent.

5.   Redemption.

     Commencing the Effective  Date, the Company may, at its option,  redeem the
Warrants in whole, but not in part, for a redemption price of $.001 per Warrant,
on not less than 30 days' notice to the Registered  Owners.  The right to redeem
the Warrants may be exercised by the Company during the Exercise  Period only in
the event (i) the closing  bid price for  Company's  shares of Common  Stock has
equaled  or  exceeded  $1.25  (125%  of  the  Warrant  Exercise  Price)  for  20
consecutive  trading days,  (ii) any notice of the call for  redemption is given
not more than ten (10) business days after the  conclusion of the 20 consecutive
trading  days  referred  to in  the  foregoing  (i),  (iii)  the  Company  has a
registration   statement   (or  a   post-effective   amendment  to  an  existing
registration  statement)  pertaining to the Warrant  Shares  effective  with the
Securities and Exchange Commission,  which registration statement would enable a
Registered Owner to exercise the Warrants, and (iv) the expiration of the 30 day
notice period is within the Exercise Period.  In the event the Company exercises
its right to redeem the Warrants,  the Expiration Date will be deemed to be, and
the Warrants will be exercisable  until the close of business on, the date fixed
for  redemption  in such notice.  If any Warrant  called for  redemption  is not
exercised by such time, it will cease to be exercisable and the Registered Owner
thereof will be entitled only to the redemption price

6.   Reservation of Shares and Payment of Taxes.

     The Company  covenants that it will at all times reserve and have available
from its  authorized  shares of Common Stock such number of Shares as shall then
be issuable on exercise of all outstanding Warrants.  The Company covenants that
all Warrant  Shares  issuable shall be duly and validly  issued,  fully paid and
non-assessable, and free from all taxes,  liens and charges  with respect to the
issue thereof.

<PAGE>

     The Registered Owner shall pay all documentary,  stamp or similar taxes and
other government charges that may be imposed with respect to the issuance of the
Warrants,  or the  issuance,  transfer  or  delivery  of any  Warrant  Shares on
exercise of the Warrants. In the event the Warrant Shares are to be delivered in
a name other than the name of the Registered Owner of the Warrant  Certificates,
no such delivery shall be made unless the person requesting the same has paid to
the  Warrant  Agent or  Transfer  Agent the  amount of any such taxes or charges
incident thereto.

     The Company will supply the Warrant Agent with blank Warrant  Certificates,
so as to maintain an inventory  satisfactory  to the Warrant Agent.  The Warrant
Agent will also serve as Transfer Agent for the Shares.

7.   Registration of Transfer.

     The Warrant  Certificates may be transferred in whole or in part and may be
separately  transferred  from  the  Share  Certificate  to  which  such  Warrant
Certificate  is attached upon initial  issuance,  if any, at any time during the
Exercise  Period.  Warrant  Certificates to be exchanged shall be surrendered to
the Warrant  Agent at its  corporate  office.  The Company shall execute and the
Warrant Agent shall  countersign,  issue and deliver in exchange  therefor,  the
Warrant  Certificate or Certificates  which the holder making the transfer shall
be entitled to receive.

     The Warrant  Agent shall keep  transfer  books at its  corporate  office on
which Warrant Certificates and the transfer thereof shall be registered.  On due
presentment  for  registration  of transfer of any Warrant  Certificate  at such
office,  the Company shall execute and the Warrant Agent shall issue and deliver
to the  transferee or  transferees  a new Warrant  Certificate  or  Certificates
representing an equal aggregate number of Warrants.

     All Warrant Certificates presented for registration of transfer or exercise
shall be duly endorsed or be accompanied by a written  instrument or instruments
of transfer in form satisfactory to the Company and the Warrant Agent.

     Prior to due presentment for registration of transfer thereof,  the Company
and the Warrant Agent may treat the Registered Owner of any Warrant  Certificate
as the absolute  owner  thereof  (notwithstanding  any notations of ownership or
writing  thereon made by anyone other than the Company or the Warrant Agent) and
the Parties shall not be affected by any notice to the contrary.

8.   Loss or Mutilation.

     On receipt by the Company and the Warrant Agent of evidence satisfactory as
to the  ownership  of and the loss,  theft,  destruction  or  mutilation  of any
Warrant  Certificate,  the Company  shall  execute  and the Warrant  Agent shall
countersign and deliver in lieu thereof, a new Warrant Certificate  representing
an equal aggregate number of Warrants. In the case of loss, theft or destruction
of any Warrant  Certificate,  the Registered Owner requesting  issuance of a new
Warrant  Certificate  shall be  required  to  secure an  indemnity  bond from an
approved  surety bonding company in favor of the Company and Warrant Agent in an
amount  satisfactory  to each of them.  In the  event a Warrant  Certificate  is
mutilated,  such  Certificate  shall be surrendered and cancelled by the Warrant
Agent  prior  to  delivery  of a  new  Warrant  Certificate.  Applicants  for  a
substitute Warrant Certificate shall also comply with such other regulations and
pay such other reasonable charges as the Company may prescribe.

<PAGE>

9.   Adjustment of Exercise Price and Shares.

     (a)  If at any time prior to the  expiration of the Warrants by their terms
          or by exercise,  the Company  increases or decreases the number of its
          issued and  outstanding  shares of Common Stock, or changes in any way
          the rights and privileges of such shares of Common Stock,  by means of
          (i) the  payment  of a  share  dividend  or the  making  of any  other
          distribution  on such shares of Common Stock  payable in its shares of
          Common Stock,  (ii) a split or  subdivision of shares of Common Stock,
          or (iii) a  consolidation  or  combination  of shares of Common Stock,
          then the  Exercise  Price in effect at the time of such action and the
          number of Warrants  required to purchase  each  Warrant  Share at that
          time shall be proportionately adjusted so that the numbers, rights and
          privileges  relating to the Warrant Shares then  purchasable  upon the
          exercise of the Warrants  shall be increased,  decreased or changed in
          like manner,  for the same  aggregate  purchase price set forth in the
          Warrants,  as if the Warrant Shares  purchasable  upon the exercise of
          the  Warrants   immediately  prior  to  the  event  had  been  issued,
          outstanding, fully paid and  non-assessable at the time of that event.
          Any  dividend  paid or  distributed  on the shares of Common  Stock in
          shares of any  other  class of shares  of the  Company  or  securities
          convertible into shares of Common Stock shall be treated as a dividend
          paid in shares of Common  Stock to the extent  shares of Common  Stock
          are issuable on the payment or conversion thereof.

     (b)  In the event,  prior to the  expiration of the Warrants by exercise or
          by their terms,  the Company shall be  recapitalized  by reclassifying
          its  outstanding  shares of Common  Stock into shares with a different
          par value,  or by changing its  outstanding  shares of Common Stock to
          shares without par value or in the event of any other material  change
          in  the  capital   structure  of  the  Company  or  of  any  successor
          corporation  by reason of any  reclassification,  recapitalization  or
          conveyance,  prompt,  proportionate,  equitable,  lawful and  adequate
          provision  shall be made whereby any Registered  Owner of the Warrants
          shall  thereafter  have the  right to  purchase,  on the basis and the
          terms  and  conditions  specified  in this  Agreement,  in lieu of the
          Warrant Shares theretofore purchasable on the exercise of any Warrant,
          such  securities or assets as may be issued or payable with respect to
          or  in  exchange  for  the  number  of  Warrant   Shares   theretofore
          purchasable  on exercise of the  Warrants  had such  reclassification,
          recapitalization or conveyance not taken place; and in any such event,
          the rights of any  Registered  Owner of a Warrant to any adjustment in
          the number of Warrant Shares  purchasable on exercise of such Warrant,
          as set forth above,  shall continue and be preserved in respect of any
          stock,  securities  or  assets  which  the  Registered  Owner  becomes
          entitled to purchase.

     (c)  In the event the Company,  at any time while the Warrants shall remain
          unexpired and unexercised,  shall sell all or substantially all of its
          property,  or dissolves,  liquidates or winds up its affairs,  prompt,
          proportionate,  equitable, lawful and adequate provision shall be made
          as part of the terms of such sale, dissolution, liquidation or winding
          up such that the Registered Owner of a Warrant may thereafter receive,
          on  exercise  thereof,  in  lieu  of  each  Warrant  Share  which  the
          Registered  Owner would have been  entitled to receive,  the same kind
          and  amount of any  stock,  securities  or assets as may be  issuable,
          distributable or payable on any such sale, dissolution, liquidation or
          winding up with  respect to each share of Common Stock of the Company;
          provided,  however,  that in the event of any such sale,  dissolution,
          liquidation  or winding up, the right to exercise the  Warrants  shall
          terminate on a date fixed by the Company,  such date to be not earlier
          than 5:00 P.M., Eastern Time, on the 30th day next succeeding the date
          on which  notice  of such  termination  of the right to  exercise  the
          Warrants has been given by mail to the  Registered  Owners  thereof at
          such addresses as may appear on the books of the Company.

<PAGE>

     (d)  In the event prior to the expiration of the Warrants by exercise or by
          their  terms,  the  Company  shall take a record of the holders of its
          Common Stock for the purpose of entitling  them to purchase its shares
          of  Common  Stock  at a price  per  share  more  than  10%  below  the
          then-current  market price per share (as defined below) at the date of
          taking such record, then, (i) the number of Warrant Shares purchasable
          pursuant to the Warrants shall be redetermined as follows:  the number
          of Warrant Shares purchasable  pursuant to a Warrant immediately prior
          to such adjustment  (taking into account  fractional  interests to the
          nearest  1,000th of a share) shall be  multiplied  by a fraction,  the
          numerator  of which  shall be the number of shares of Common  Stock of
          the Company  outstanding  (excluding shares of Common Stock then owned
          by the Company)  immediately prior to the taking of such record,  plus
          the  number  of  additional  shares  offered  for  purchase,  and  the
          denominator  of which shall be the number of shares of Common Stock of
          the Company outstanding (excluding shares of Common Stock owned by the
          Company)  immediately  prior to the  taking of such  record,  plus the
          number  of  shares  which the  aggregate  offering  price of the total
          number of additional  shares so offered would purchase at such current
          market  price;   and  (ii)  the  Exercise   Price  per  Warrant  Share
          purchasable  pursuant to a Warrant shall be  redetermined  as follows:
          the Exercise Price in effect  immediately  prior to the taking of such
          record shall be  multiplied  by a fraction,  the numerator of which is
          the  number of Warrant  Shares  purchasable  immediately  prior to the
          taking of such record,  and the  denominator of which is the number of
          Warrant Shares purchasable immediately after the taking of such record
          as determined  pursuant to clause (i) above;  provided,  however,  (i)
          that any  adjustment  in the  number of shares  issuable  as set forth
          above  shall be  effective  only to the  extent  sufficient  shares of
          Common  Stock have bee  registered  through a  registration  statement
          effective  under the 1933 Act,  and (ii)  that any  adjustment  in the
          Exercise  Price  does not cause the  Company to  receive  proceeds  in
          excess of the amount  authorized by any such  registration  statement.
          For the purpose hereof, the current market price per share at any date
          shall be determined as follows:

         (i)  The  current  market  price  shall be the  average of the closing
              prices of the Common  Stock as reported by the exchange or system
              on which the  Company's  Common Stock  trades for 10  consecutive
              business  days  commencing  30 business  days prior to the record
              date;

         (ii) If the  Common  Stock is not so listed or  admitted  to  unlisted
              trading  privileges or so quoted,  the current market price shall
              be the  average of the last  reported  highest bid and the lowest
              asked prices  quoted on the National  Association  of  Securities
              Dealers,  Inc. Automated  Quotations System or, if not so quoted,
              then by the National  Quotation  Bureau,  Inc. for 10 consecutive
              business  days  commencing  30 business  days prior to the record
              date; or

         (iii)If the  Common  Stock is not so listed or  admitted  to  unlisted
              trading privileges or so quoted, and bid and asked prices are not
              reported,  the current  market price shall be  determined in such
              reasonable manner as may be prescribed by the Board of Directors.

     (e)  On exercise  of the  Warrants by the  Registered  Owners,  the Company
          shall  not  be  required  to  deliver  fractions  of  Warrant  Shares;
          provided, however, that the Company shall make prompt,  proportionate,
          equitable,  lawful  and  adequate  provisions  in  respect of any such
          fraction of one Warrant Share either on the basis of adjustment in the
          then  applicable  Exercise  Price  or a  purchase  of  the  fractional
          interest at the price of the Company's  shares of Common Stock or such
          other reasonable basis as the Company may determine.

<PAGE>

     (f)  In the event,  prior to  expiration  of the Warrants by exercise or by
          their  terms,  the  Company  shall  determine  to take a record of the
          holders of its shares of Common  Stock for the purpose of  determining
          stockholders  entitled to receive any stock dividend,  distribution or
          other right which will cause any change or  adjustment  in the number,
          amount,  price or nature of the shares of Common Stock or other stock,
          securities or assets  deliverable on exercise of the Warrants pursuant
          to the foregoing provisions,  the Company shall give to the Registered
          Owners of the Warrants at the  addresses as may appear on the books of
          the Company at least 30 days' prior written  notice to the effect that
          it intends to take such a record.  Such notice shall  specify the date
          as of which such  record is to be taken;  the  purpose  for which such
          record is to be taken; and the number, amount, price and nature of the
          shares of Common Stock or other stock, securities or assets which will
          be  deliverable o exercise of the Warrants  after the action for which
          such record will be taken has been  completed.  Without  limiting  the
          obligation of the Company to provide notice to the  Registered  Owners
          of the Warrants of any corporate action hereunder,  the failure of the
          Company to give notice shall not invalidate  such corporate  action of
          the Company.

     (g)  The Warrants shall not entitle the Registered  Owner thereof to any of
          the rights of stockholders  or to any dividend  declared on the shares
          of Common Stock unless the Warrant is exercised and the Warrant Shares
          purchased  prior to the record date fixed by the Board of Directors of
          the Company for the determination of holders of shares of Common Stock
          entitled to such dividend or other right.

     (h)  Any reduction in the applicable Exercise Price shall be effective upon
          written  notice to the  Warrant  Agent,  which  notice  shall be given
          pursuant to a duly and validly  authorized  resolution of the Board of
          Directors of the  Company.  Any such  reduction in the Exercise  Price
          shall not entitle the Registered  Owners to issuance of any additional
          Common  Shares  pursuant  to  the  adjustment   provisions  set  forth
          elsewhere herein,  regardless of whether the reduction in the Exercise
          Price was effected  either prior to or following  exercise of Warrants
          by the Registered  Owners thereof.  A nonexercising  Registered  Owner
          shall  have no  remedy or rights to  receive  any  additional  Warrant
          Shares as a result of any reduction in any  applicable  Exercise Price
          pursuant to this subsection.

10.  Duties, Compensation and Termination of Warrant Agent.

     The  Warrant  Agent  shall  act  hereunder  as agent  and in a  ministerial
capacity  for the  Company,  and its duties  shall be  determined  solely by the
provisions  hereof.  The Warrant  Agent  shall not,  by issuing  and  delivering
Warrant  Certificates  or by any  other  act  hereunder,  be  deemed to make any
representations  as to the  validity,  value  or  authorization  of the  Warrant
Certificate  or the  Warrants  represented  thereby or of the Warrant  Shares or
other property delivered on exercise of any Warrant. The Warrant Agent shall not
be under any duty or responsibility to any holder of the Warrant Certificates to
make or cause to be made any  adjustment  of the Exercise  Price or to determine
whether any fact exists which may require any such adjustment.

<PAGE>

     The Warrant  Agent shall not (i) be liable for any recital or  statement of
fact  contained  herein or for any action  taken or omitted by it in reliance on
any Warrant  Certificate or other document or instrument  believed by it in good
faith to be genuine and to have been signed or  presented by the proper Party or
Parties,  (ii) be  responsible  for any  failure  on the part of the  Company to
comply with any of its covenants and obligations  contained in this Agreement or
in the  Warrant  Certificates,  or (iii) be liable  for any act or  omission  in
connection  with  this  Agreement  except  for its  own  negligence  or  willful
misconduct.

     The Warrant Agent may at any time consult with counsel  satisfactory  to it
(who  may  be  counsel  for  the  Company)  and  shall  incur  no  liability  or
responsibility for any action taken or omitted by it in good faith in accordance
with the opinion or advice of such counsel.

     Any notice, statement,  instruction, request, direction, order or demand of
the  Company  shall be  sufficiently  evidenced  by an  instrument  signed by an
officer of the  Company.  The  Warrant  Agent shall not be liable for any action
taken or omitted by it in accordance with such notice,  statement,  instruction,
request, direction, order or demand.

     The Company agrees to pay the Warrant Agent reasonable compensation for its
services  hereunder  and to  reimburse  the  Warrant  Agent  for its  reasonable
expenses.  The Company further agrees to indemnify the Warrant Agent against any
and all losses, expenses and liabilities, including judgments, costs and counsel
fees,  for any action taken or omitted by the Warrant  Agent in the execution of
its duties and powers  hereunder,  excepting  losses,  expenses and  liabilities
arising as a result of the Warrant Agent's negligence or willful misconduct.

     The Warrant  Agent may resign its duties or the Company may  terminate  the
Warrant Agent and the Warrant Agent shall be discharged  from all further duties
and liabilities hereunder (except liabilities arising as a result of the Warrant
Agent's own  negligence or willful  misconduct) on 30 days' prior written notice
to the other Party. Upon notice by the Company to the Warrant Agent, the Warrant
Agent  shall  cause a copy of such  notice  of  resignation  to be mailed to the
Registered  Owner of each Warrant  Certificate.  The expenses the Warrant  Agent
incurs in mailing such notice shall be paid by the Company.  On such resignation
or  termination,  the Company shall appoint a new Warrant Agent.  If the Company
shall fail to make such appointment within a period of 30 days after it has been
notified in writing of the resignation by the Warrant Agent, then the Registered
Owner  of  any  Warrant   Certificate  may  apply  to  any  court  of  competent
jurisdiction  for the appointment of a new Warrant Agent.  Any new Warrant Agent
shall have its principal office in the United States.

     After  acceptance  in writing of an  appointment  of a new warrant agent is
received by the  Company,  such new warrant  agent shall be vested with the same
powers,  rights,  duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance,  conveyance,  act or
deed;  provided,  however,  if it shall be necessary or expedient to execute and
deliver any further assurance,  conveyance,  act or deed, the same shall be done
at the expense of the Company  and shall be legally  and validly  executed.  The
Company  shall  file a notice of  appointment  of a new  warrant  agent with the
resigning  Warrant Agent and shall  forthwith  cause a copy of such notice to be
mailed to the Registered Owner of each Warrant Certificate.

<PAGE>


     Any  corporation  into which the Warrant Agent or any new Warrant Agent may
be converted or merged,  or any corporation  resulting from any consolidation to
which  the  Warrant  Agent or any new  Warrant  Agent  shall be a party,  or any
corporation  succeeding  to the  corporate  trust  business of the Warrant Agent
shall be a successor  Warrant  Agent under this  Agreement,  provided  that such
corporation is eligible for appointment as a successor to the Warrant Agent. Any
such  successor  Warrant Agent shall  promptly cause notice of its succession as
Warrant  Agent to be mailed to the Company and to the  Registered  Owner of each
Warrant  Certificate.  No further action shall be required for establishment and
authorization of such successor Warrant Agent.

     The  Warrant  Agent,  its  officers or  directors  and it  subsidiaries  or
affiliates may buy, hold or sell Warrants or other securities of the Company and
otherwise  deal with the  Company in the same  manner and to the same extent and
with like effect as though it were not the Warrant  Agent.  Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company.

11.  Modification of Agreement.

     The Warrant Agent and the Company may by  supplemental  agreement  make any
changes or corrections in this Agreement they shall deem appropriate to cure any
ambiguity or to correct any  defective or  inconsistent  provision or mistake or
error  herein  contained.  Additionally,  the  Parties  may make any  changes or
corrections  deemed  necessary which shall not adversely affect the interests of
the Registered Owners of Warrant Certificates; provided, however, this Agreement
shall not otherwise be modified,  supplemented  or altered in any respect except
with the  consent in writing of the  Registered  Owners of Warrant  Certificates
representing not less than a majority of the Warrants outstanding. Additionally,
no change in the number or nature of the Warrant Shares  purchasable on exercise
of a Warrant or the Exercise Price therefor shall be made without the consent in
writing of the Registered  Owner of the Warrant  Certificate  representing  such
Warrant,  other  than  such  changes  as are  specifically  prescribed  by  this
Agreement.

12.  Notices.

     All   notices,   demands,   elections,   opinions  or   requests   (however
characterized  or described)  required or authorized  hereunder  shall be deemed
given  sufficiently in writing and sent by registered or certified mail,  return
receipt requested and postage prepaid, or by tested telex, telegram or cable to:

in the case of the Company:

                 Kingsgate Acquisitions, Inc.
                 950 11th Street
                 West Vancouver, British Columbia V7T 2M3
                 Canada

and in the case of the Warrant Agent:

                Olde Monmouth Stock Transfer Co., Inc.
                77 Memorial Parkway (Suite 101)
                Atlantic Highlands New Jersey 07716

and,  if  requested  by  the  Company  to  the  Registered  Owner  of a  Warrant
Certificate,  at the address of such Registered  Owner as set forth on the books
maintained by the Warrant Agent.

<PAGE>


13.  Persons Benefiting.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Company, the Warrant Agent and their respective  successors and assigns, and the
Registered  Owners  and  beneficial  owners  from  time to  time of the  Warrant
Certificates.  Nothing in this  Agreement  is intended or shall be  construed to
confer on any other person any right,  remedy or claim or to impose on any other
person any duty, liability or obligation.

14.  Further Instruments.

     The Parties  shall  execute and deliver any and all such other  instruments
and shall take any and all such other  actions as may be reasonable or necessary
to carry out the intention of this Agreement.

15.  Severability.

     If any provision of this  Agreement  shall be held,  declared or pronounced
void,  voidable,  invalid,  unenforceable  or inoperative  for any reason by any
court  of  competent  jurisdiction,  government  authority  or  otherwise,  such
holding,  declaration  or  pronouncement  shall not affect  adversely  any other
provision  of this  Agreement,  which shall  otherwise  remain in full force and
effect and be  enforced  in  accordance  with its terms,  and the effect of such
holding,  declaration  or  pronouncement  shall be limited to the  territory  or
jurisdiction in which made.

16.  Waiver.

     All the rights and  remedies  of either  Party  under  this  Agreement  are
cumulative  and not  exclusive  of any other  rights and remedies as provided by
law.  No delay or failure  on the part of either  Party in the  exercise  of any
right or remedy  arising  from a breach of this  Agreement  shall  operate  as a
waiver of any  subsequent  right or remedy  arising from a subsequent  breach of
this Agreement.  The consent of any Party where required hereunder to any act or
occurrence  shall  not  be  deemed  to be a  consent  to  any  other  action  or
occurrence.

17.  General Provisions.

     This  Agreement  shall be construed  and enforced in accordance  with,  and
governed  by, the local  laws of the State of New  Jersey.  Except as  otherwise
expressly stated herein,  time is of the essence in performing  hereunder.  This
Agreement  embodies the entire agreement and  understanding  between the Parties
and supersedes all prior agreements and  understandings  relating to the subject
matter hereof,  and this Agreement may not be modified or amended or any term or
provision  hereof  waived or  discharged  except in writing  signed by the Party
against whom such amendment,  modification,  waiver or discharge is sought to be
enforced.  The headings of this Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning thereof.  This Agreement may
be  executed  in any number of  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.

     IN WITNESS  WHEREOF,  the Parties  have caused  this  Agreement  to be duly
executed as of the date first above mentioned.

                                       THE COMPANY:

                                       KINGSGATE ACQUISITIONS, INC.

(CORPORATE SEAL)

                                       By:
                                            -----------------------------------
                                             Barney Magnusson, President
ATTEST:


/s/
- -----------------------------------
Leslie McGuffin, Secretary
                                       THE WARRANT AGENT:

                                       OLDE MONMOUTH STOCK TRANSFER CO., INC.



                                       By: /s/
                                           ------------------------------------
                                       Title:

ATTEST:


/s/
- -------------------------------------
                    , Secretary

<PAGE>




                              Roger L. Fidler
                               Attorney at Law
                                163 South Street
                          Hackensack, New Jersey 07601


                                        October 31, 1999

Securities and Exchange Commission
Washington, D.C.

                   Re: Kingsgate Acquisitions, Inc.


To Whom It May Concern:

     Kingsgate  Acquisitions,   Inc.  (the  "Company")  is  a  corporation  duly
incorporated  and validly  existing and in good  standing  under the laws of the
State of Delaware. The Company has full corporate powers to own its property and
conduct its business, as such business is described in the prospectus which is a
part of a  registration  statement on Form SB-2.  The Company is qualified to do
business as a foreign  corporation  in good  standing in every  jurisdiction  in
which the  ownership  of  property  and the conduct of  business  requires  such
qualification.

     This  opinion  is  given  in  connection  with  the  registration  with the
Securities and Exchange Commission of one million  (1,000,000) units,  ("Units")
each Unit  consisting  of one share of common  stock  ("Share")  and five common
stock purchase  warrants  ("Warrant") at a price per unit of $0.10,  for sale in
the Company's proposed public offering.

     I have acted as counsel to the company in connection  with the  preparation
of the  Registration  Statement on Form SB-2,  pursuant to which the Units (each
consisting of one Share and Five Warrants),  and Shares  underlying the Warrants
are being registered and, in so acting, I have examined the originals and copies
of the corporate  instruments,  certificates  and other documents of the Company
and  interviewed  representatives  of the  Company  to the  extent I  deemed  it
necessary  in order to form the basis for the opinion  hereafter  set forth.  In
such  examination,  I  have  assumed  the  genuineness  of  all  signatures  and
authenticity  of all  documents  submitted  to me as  certified  or  photostatic
copies. As to all questions of fact material to this opinion which have not been
independently  established,  I have relied upon  statements or  certificates  of
officers or representatives of the Company.

     All of the 1,000,000  Shares  contained in the Units and  5,000,000  Shares
underlying  the  Warrants  which are being  registered  are now  authorized  but
unissued  Shares.  The Warrants which are part of the Units have been authorized
by the board of directors of the Company

     Based upon the  foregoing,  I am of the opinion that the 1,000,000  Shares,
being  registered  for sale by the  Company as part of the Units when issued and
sold pursuant to this Registration Statement and the 5,000,000 Shares underlying
the  Warrants  which are likewise  part of the Units,  when  exercised,  will be
legally  issued,  fully paid and  non-assessable  and there will be no  personal
liability to investors and holders of the Warrants who exercise them.



                                      /s/Roger L. Fidler
                                      ---------------------
                                      Roger L. Fidler




                 ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419

                       UNDER THE SECURITIES ACT OF 1933

     ESCROW  AGREEMENT  dated as of -------  --, 1999 (the  "Agreement")  by and
between Kingsgate Acquisitions, Inc., a Delaware corporation (the "Company") and
Torrington  Savings Bank (the "Escrow Agent")  (collectively  the "Parties" and,
individually, a "Party").

     The Company,  through its President,  will sell in its public offering (the
"Offering")  up to 1,000,000  units (the  "Units")  each Unit  consisting of one
share of common stock, par value $.001 (the "Shares") and five redeemable common
stock  purchase  warrants  (the  "Warrants"),  as more  fully  described  in the
Company's definitive Prospectus dated ---------------- , 1999 comprising part of
the Company's Registration Statement on Form SB-2 (the "Registration Statement")
under the  Securities  Act of 1933,  (the  "Securities  Act") (File  No.-------)
declared effective on -------------, 1999 (the "Prospectus").

     The Company  desires that the Escrow  Agent  accept all offering  proceeds,
with no  deductions  for amounts  permitted to be released to the Company  under
Rule 419 to the  Securities  Act ("Rule 419"),  a copy of which rule is attached
hereto and made a part hereof, to be derived by the Company from the sale of the
Units (the "Offering  Proceeds"),  as well as the share and warrant certificates
representing  the Shares and Warrants,  which  constitute  the Units,  issued in
connection with the Offering, in escrow, to be held and disbursed as hereinafter
provided.

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
hereinafter set forth, the Parties agree as follows:

1.   Appointment of Escrow Agent.

     The Company hereby  appoints the Escrow Agent to act in accordance with and
subject to the terms of this Agreement; and the Escrow Agent hereby accepts such
appointment and will act in accordance with and subject to such terms.

2.   Deposit of Offering Proceeds and Share Certificates.

     Subject  to  Rule  419,  upon  the  Company's  receipt  and  acceptance  of
subscriptions and Offering  Proceeds,  the Company shall promptly deliver to the
Escrow Agent such checks in the aggregate amount of the Offering  Proceeds drawn
to the order of the Escrow Agent or, alternatively, in the event that checks are
drawn to the order of the  Company,  they shall be  endorsed  by the Company for
collection by the Escrow Agent and credited to the Escrow Account.

     All share and warrant  certificates  representing  the Shares and Warrants,
respectively,  issued in connection with the Offering shall also be deposited by
the  Company  directly  into the Escrow  Account  promptly  upon  issuance.  The
identity of the purchasers of the securities  shall be included on the stock and
warrant certificates and other documents evidencing such securities.  Securities
held in the Escrow  Account are to remain as issued and  deposited  and shall be
held for the sole benefit of the  purchasers,  who shall have voting rights with
respect to securities held in their names.  No transfer or other  disposition of
securities held in the Escrow Account or any interest related to such securities
shall be permitted  other than by will or the laws of descent and  distribution,
or pursuant to a qualified  domestic  relations order as defined by the Internal
Revenue Code of 1986 as amended,  or Title 1 of the Employee  Retirement  Income
Security Act and the rules thereunder.

<PAGE>


     Warrants,  convertible securities or other derivative  securities,  if any,
relating to securities  held in the Escrow Account may be exercised or converted
in accordance with their terms;  provided however, that securities received upon
exercise or conversion,  together with any cash or other  consideration  paid in
connection  with the exercise or  conversion,  are promptly  deposited  into the
Escrow Account.

3.   Disbursement of the Escrow Account.

     Upon  the  earlier  of  (i)  receipt  by  the  Escrow  Agent  of  a  signed
representation  from the Company to the Escrow Agent,  that the  requirements of
Rule  419  have  been  met,  and  consummation  of an  acquisition  meeting  the
requirements  of Rule 419 or (ii) written  notification  from the Company to the
Escrow  Agent to  deliver  the  Offering  Proceeds  to another  escrow  agent in
accordance with Paragraph 4 then, in such event, the Escrow Agent shall disburse
the Offering Proceeds (inclusive of any interest thereon) to the Company and the
securities to the purchasers or registered  holders  identified on the deposited
securities or deliver the Offering  Proceeds and securities to such other escrow
agent,  as the case may be,  whereupon  the Escrow Agent shall be released  from
further liability hereunder.

     Notwithstanding  the foregoing,  if the Company has not informed the Escrow
Agent  within  18 months  after the date of the  Prospects  in  writing  that an
acquisition meeting the requirements of Rule 419 has occurred, funds held in the
Escrow  Account  shall be returned by first class mail or equally  prompt  means
pro rata to the purchasers  and all securities  held in the Escrow Account shall
be returned to the Company within five business days following that date.

4.   Concerning the Escrow Agent.

     The Escrow  Agent shall not be liable for any  actions  taken or omitted by
it, or any action suffered by it to be taken or omitted by it, in good faith and
in the exercise of its own best judgment, and may rely conclusively and shall be
protected  in acting  upon any order,  notice  demand,  certificate,  opinion or
advice of counsel  (including  counsel chosen by the Escrow  Agent),  statement,
instrument,  report or other paper or document (not only as to its due execution
and the validity and  effectiveness  of its provision,  but also as to the truth
and acceptability of any information therein contained) which is believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or
person.

     The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification,  termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper Party or Parties and,
if the duties or rights of the Escrow Agent are  affected,  unless it shall have
given its prior written consent thereto.

     The Escrow Agent shall not be responsible  for the sufficiency or accuracy,
the form of, or the execution validity,  value or genuineness of any document or
property  received,  held or delivered by it  hereunder,  or of any signature or
endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for  any
description  therein, nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity,  authority or rights of the person executing
or  delivering or purporting to execute or deliver any document or property paid
or delivered by the Escrow Agent under the provisions hereof.

<PAGE>


     The Escrow  Agent shall not be liable for any loss which may be incurred by
reason of any investment of any monies or properties  which it holds  hereunder.
The  Escrow  Agent  shall have the right to  assume,  in the  absence of written
notice to the  contrary  from the proper  person or  persons,  that a fact or an
event by reason of which an action  would or might be taken by the Escrow  Agent
does not exist or has not occurred,  without incurring  liability for any action
taken or omitted, in good faith and in the exercise of its own best judgment, in
reliance upon such assumption.

     The Escrow Agent shall be indemnified and held harmless by the Company from
and against any  expenses,  including  counsel fees and  disbursements,  or loss
suffered  by the  Escrow  Agent in  connection  with any  action,  suit or other
proceeding involving any claim, or in connection with any claim or demand, which
in any way directly or  indirectly  arises out of or relates to this  Agreement,
the services of the Escrow Agent hereunder, the monies or other property held by
it  hereunder  or any such  expense or loss.  Promptly  after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding,  the Escrow Agent shall, if a claim in respect thereof shall
be made  against  the other  Parties,  notify such  Parties in writing;  but the
failure by the Escrow Agent to give such notice shall not relieve any Party form
any liability which such Party may have to the Escrow Agent hereunder.  Upon the
receipt of such notice,  the Escrow Agent, in its sole discretion,  may commence
an action in the nature of  interpleader  in an  appropriate  court to determine
ownership  or  disposition  of the Escrow  Account or it may  deposit the Escrow
Account  with the clerk of any  appropriate  court or it may  retain  the Escrow
Account  pending  receipt  of a final,  non-appealable  order of a court  having
jurisdiction  over  all  of  the  Parties  directing  to  whom  and  under  what
circumstances the Escrow Account is to be disbursed and delivered.

     The Escrow  Agent  shall be entitled to  reasonable  compensation  from the
Company for all services rendered by it hereunder.

     From time to time on and after the date hereof,  the Company  shall deliver
or  cause to be  delivered  to the  Escrow  Agent  such  further  documents  and
instruments  and shall do or cause to be done such  further  acts as the  Escrow
Agent shall reasonably  request (it being understood that the Escrow Agent shall
have no  obligation  to make such  request)  to carry out more  effectively  the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.

     The Escrow Agent may resign at any time and be  discharged  from its duties
as Escrow  Agent  hereunder by its giving the Company at least thirty (30) days'
prior written notice thereof. As soon as practicable after its resignation,  the
Escrow  Agent  shall turn over to a  successor  escrow  agent  appointed  by the
Company,  all  monies and  property  held  hereunder  upon  presentation  of the
document  appointing the new escrow agent and its acceptance  thereof. If no new
escrow agent is so appointed in the sixty (60) day period  following  the giving
of such notice of  resignation,  the Escrow Agent may deposit the Escrow Account
with any court it deems appropriate.

     The Escrow Agent shall resign and be  discharged  form its duties as Escrow
Agent hereunder if so requested in writing at any time by the Company, provided,
however,  that such  resignation  shall become effective only upon acceptance of
appointment  by a  successor  escrow  agent as provided  above.  Notwithstanding
anything  herein to the  contrary,  the Escrow Agent shall not be relieved  from
liability thereunder for its own gross negligence or its own willful misconduct.

<PAGE>


    5. Miscellaneous.

     This Agreement  shall for all purposes be deemed to be made under and shall
be construed in accordance with the internal laws of the State of Delaware.

     This Agreement contains the entire agreement of the Parties with respect to
the subject matter hereof and, except as expressly  provided herein,  may not be
changed or modified except by an instrument in writing signed by the Party to be
charged.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation thereof.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective Parties and their legal representatives, successors and assigns.

     Any notice or other communication  required or which may be given hereunder
shall be in writing and either be delivered  personally or be mailed,  certified
or registered mail,  return receipt  requested,  postage  prepaid,  and shall be
deemed given when so delivered  personally or, if mailed, two (2) days after the
date of mailing.  The Parties may change the persons and  addresses to which the
notices or other  communications  are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

     WITNESS the execution of this Agreement as of the date first above written.



                              KINGSGATE ACQUISITIONS, INC.



                              By: /s/
                                  ------------------------------
                                   Barney Magnusson, President


    This Escrow Agreement is accepted as of the ----- day of ----------, 1999.


TORRINGTON SAVINGS BANK


By: ------------------------------

    Authorized Representative



<PAGE>






                                 Exhibit 23.1



                         Consent of Thomas Monahan CPA



<PAGE>


                                   CONSENT


     I, Thomas Monahan, hereby consent to the use of my report dated October 11,
1999,  relating to the audited  financial  statements  for period from inception
(September 28, 1999) to September 30, 1999 in a  registration  statement on SB-2
of Kingsgate  Acquisitions,  Inc. to be filed with the  Securities  and Exchange
Commission.


October 31, 1999

                                       /s/Thomas Monahan
                                       ------------------
                                       Thomas Monahan CPA







                                 Exhibit 23.2



                         Consent of Roger L. Fidler, Esq.



<PAGE>


                                   CONSENT


     I, Roger L. Fidler,  hereby  consent to the use of my opinion dated October
31, 1999, and my name under the caption "Legal Matters" in the SB-2 Registration
Statement  and  prospectus,  and any  amendments  thereto,  as  filed  with  the
Securities and Exchange Commission. of Kingsgate Acquisitions,  Inc. to be filed
with the Securities and Exchange Commission.






                                             /s/Roger L. Fidler
                                             ---------------------
                                             Roger L. Fidler



    Dated: October 31, 1999









<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
           Financial Data Schedule September 30, 1999
</LEGEND>
<CIK>                 1096141
<NAME>                Kingsgate Acquisitions, Inc.


<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 SEP-28-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                          20,000
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                20,000
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  20,500
<CURRENT-LIABILITIES>                              500
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,000
<OTHER-SE>                                      18,000
<TOTAL-LIABILITY-AND-EQUITY>                    20,500
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-BASIC>                                     0.00
<EPS-DILUTED>                                     0.00



</TABLE>


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