KINGSGATE ACQUISITIONS, INC.
(A Delaware Corporation)
1,000,000 units consisting of
1,000,000 shares of common stock
2,000,000 two-year redeemable warrants
In our initial self-underwritten public offering pursuant to Rule 419 of
the Securities Act of 1933, we sold 1,000,000 units at $0.10 per unit raising an
aggregate of $100,000. All the offering proceeds as well as certificates
representing the shares and warrants purchased in the offering were held in an
escrow account. Pursuant to a Securities Purchase Agreement dated July 25, 2001,
we agreed to purchase all of the outstanding shares of common stock of Look
Models International, Inc., a Delaware corporation ("Look Models") and all
shareholders of Look Models will become our shareholders. Rule 419 requires that
we consummate an acquisition within eighteen months from the effective date of
our registration statement. As we were unable to accomplish this goal within the
allotted time frame, we were required by the Securities and Exchange Commission
to return escrowed funds. The purpose of this post-effective amendment to our
registration statement is to disclose the completion of our acquisition of Look
Models and to re-offer our 1,000,000 units to the public. Each unit consists of
one share of common stock and two two-year purchase warrants. Each unit shall be
offered at a $0.10 per unit for an aggregate offering amount of $100,000. |
