Registration No. 021-101851


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


Form SB-2

Registration Statement

Under

The Securities Act of 1933


Gateway Certifications, Inc.

(Name of Small Business Issuer in Its Charter)

 

Nevada

(State or Other Jurisdiction

of Incorporation or

Organization)

8742

(Primary Standard

Industrial Classification

Code Number)

20-5548974

(IRS Employer

Identification No.)

 

 

 

250 West 57 th Street, Suite 917

New York, NY 10107

(212) 586-6103

(Address and Telephone Number of Principal Executive  Offices and Principal Place of Business)

 

Lawrence Williams, Jr.

Chief Executive Officer

250 West 57 th Street, Suite 917

New York, NY 10107

(212) 586-6103

(Name , Address and Telephone Number of Agent For Service)

 

Copies to:

Robert L. B. Diener, Esq.

Law Offices of Robert Diener

122 Ocean Park Blvd., Suite 307

Santa Monica, CA 90405

Tel.  (310) 396-1691

Fax. (310) 362-8887


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


If any of the securities being registered on this from are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨



CALCULATION OF REGISTRATION FEE


 

 

 

 

 

 

 

 

 

 

Title of each class of

securities to be Registered

 

Amount
to be
registered

 

Proposed
maximum
offering price
per unit
(1)

 

Proposed
maximum
aggregate
offering price
(2)

 

Amount of
registration fee

Common Stock, $.001 par value (3)

 

500,000

 

$.20

 

$100,000

 

$3.07

Common Stock, $.001 par value (4)

 

367,000

 

$.20

 

$73,400

 

$2.25

 


(1)

This price was arbitrarily determined by Gateway Certifications, Inc.


(2)

Estimated solely for the purpose of calculating the amount of the registration fee paid pursuant to Rule 457(a) under the Securities Act.


(3)

Represents 500,000 shares of common stock to be registered for sale by the company.


(4)

Represents 367,000 shares of common stock being offered for sale by selling shareholders.

The registrant hereby amends this 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 this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



 



The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.



PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED ___________, 2007



[FINALGCISB2002.GIF]

867,000 SHARES

COMMON STOCK

Gateway Certifications, Inc. (references to “we”, “us”, “our”, “Company”, “GCI” and “Gateway” are to Gateway Certifications, Inc.) is offering a maximum of 500,000 shares of its common stock $.001 par value for sale at $.20 per share on a best-efforts basis (the “Offering”). There will be no underwriter or broker/dealer involved in the transaction and there will be no commissions paid to any individuals from the proceeds of this sale. Net proceeds from the sale of these shares will be equal to approximately $100,000 for all 500,000 shares. There is no minimum amount of shares we must sell and no money raised from the sale of our stock will go into escrow, trust or any other similar arrangement. Instead, the proceeds from all shares sold by GCI will be placed into the corporate account and such funds shall be non-refundable to subscribers except as may be required by applicable law. GCI will pay all expenses incurred in this Offering.


The Offering will continue until all 500,000 shares of common stock are sold, the expiration of  90 days from the date of this prospectus, which period may be extended for up to an additional 90 days in our discretion, or until we elect to terminate the Offering, whichever event occurs first. If all 500,000 shares are not sold within this period, the Offering for the balance of the shares will terminate and no further shares will be sold.


There is no public market for our common stock and no assurance that a trading market will develop or, if it develops, that it will continue. Although we intend to apply for trading of our common stock on the OTC Bulletin Board (“OTCBB”), public trading of our common stock may never materialize. If our common stock becomes traded on the OTCBB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by us and the selling shareholders.


Concurrent with the Offering, we are registering 367,000 additional shares of common stock offered for sale by 30 of our shareholders, under the heading “Selling Security Holders” appearing at page 14. These selling shareholders will offer their stock at a price of $.20 per share for the duration of the offering, or at prevailing market prices if our stock is quoted or listed with a market, or at privately negotiated prices. We will not receive any cash or other proceeds in connection with the sale by the selling security holders. All proceeds from said shares will, instead, be retained by the selling shareholders. A selling security holder may be deemed to be an underwriter under the Securities Act of 1933.


The offering price may not reflect the market price of our shares after the Offering.




THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3 OF THIS PROSPECTUS.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



 

 

Price to Public

Selling Commissions

Proceeds to Company

 

 

 

 

 

 

 

Per Share

 

$             0.20

 

$                        -

 

$                      0.20

 

 

 

 

 

 

 

Total

 

$       100,000

 

$                        -

 

$                100,000



The date of this prospectus is ______________, 2007
























 




TABLE OF CONTENTS


PROSPECTUS SUMMARY

1

RISK FACTORS

3

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

11

USE OF PROCEEDS

11

DETERMINATION OF OFFERING PRICE

13

DILUTION

13

SELLING SECURITY HOLDERS

14

PLAN OF DISTRIBUTION

16

LEGAL PROCEEDINGS

17

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

18

DESCRIPTION OF SECURITIES

19

INTEREST OF NAMED EXPERTS AND COUNSEL

20

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION

20

DESCRIPTION OF BUSINESS

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

32

DESCRIPTION OF PROPERTY

40

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

40

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

40

EXECUTIVE COMPENSATION

42

EXPERTS

44

LEGAL MATTERS

44

AVAILABLE INFORMATION

44

FINANCIAL STATEMENTS

45




 



Table of Contents

PART I


PROSPECTUS SUMMARY


You should rely only on the information contained in this prospectus. We have not, and the selling shareholders have not, authorized anyone to provide you with information different from the information that is contained in this prospectus. You should not rely on any information or representations not contained in this prospectus, if given or made, as having been authorized by us. This prospectus does not constitute an offer or solicitation in any jurisdiction in which the offer or solicitation would be unlawful. The selling security holders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.


Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information. Although we believe that these data and statistics are reasonable and sound, they have been prepared on the basis of underlying data to which we do not have access, and which we cannot independently verify.


Summary Information and Risk Factors.


The following summary contains basic information about our company and this offering. It does not contain all the information that is important to you in making an investment decision. You should read this prospectus summary together with the entire prospectus, including the more detailed information in our financial statements and accompanying notes appearing elsewhere in this prospectus, and especially the risks described under "Risk Factors" beginning on page 3.


Our Business


Gateway Certifications, Inc. recognizes the historical lack of access that women, minorities and other qualifying individuals have had to the resources needed to develop their small businesses. The Company was formed to provide certification services to women-owned, minority-owned and other qualified businesses  (collectively referred to as “Minority Businesses”) that seek Minority Business Enterprises certification (MBE), Women’s Business Enterprise certification (WBE), Disadvantaged Business Enterprise (DBE) certification, 8(a) and or SDB designation and various State, City and private sector certifications (collectively referred to as “Certifications Programs”).


Once successfully certified in one or more Certification Programs, the Company then provides Supplier Diversity Consulting services (“SDC”) by assisting Minority Businesses to leverage and utilize their certification status to procure and secure business relationships and available opportunities for the delivery or provision of their goods and/or services to public and private corporations, federal, state and local agencies. We connect Minority Businesses with opportunities based on their business, capacity, expertise and strategic goals.


Although federal, state, city and local government agencies and public and private corporations do not and can not guarantee any specific amount of business for each firm, once certified, Minority Businesses Owners achieve preferential access to bid for contracts for goods or services that are related to their respective business concerns.


We are a Nevada corporation formed on August 30, 2006. From the date of our inception through March 31, 2007, we realized total revenues from certification services of $2,000 and a net loss of $(4,040), or $(0.00) per share. Our principal executive offices are located at 250 West 57 th Street, Suite 917, New York, NY 10107, and our telephone number is (212) 586-6103. Our website address is www.gcertifications.com .  Information on our web site is not part of this prospectus.





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Table of Contents




The Offering

 

Common Stock Offered By The Company:

 

500,000.

Common Stock Offered By Selling Shareholders:*

 

367,000.


Offering Price and Alternative Plan of Distribution:

 


The offering price of the common stock is $0.20 per share. We intend to apply to the NASD OTCBB to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.

Minimum Number of Shares To Be Sold in This Offering:

 

None.

Common Stock Outstanding Before This Offering:

 

8,317,000.

Common Stock To Be Outstanding After This Offering:

 

8,817,000.

Percentage Of Common Stock To Be Outstanding After This Offer Represented By Shares Offered By The Company :

 



6%.


Duration of the Offering:

 


90 days after the effective date of this prospectus, until all 500,000 shares of common stock are sold, or until we elect to terminate the offering, whichever event occurs first.


Use of Proceeds:

 


We will not receive any proceeds from the sale of the common stock by the selling shareholders. For common stock sold by the Company, the net proceeds of the Offering, estimated at $92,020 (after deducting an estimated $7,980 in offering expenses) are expected to be used for working capital. See the section entitled “Use of Proceeds” beginning on page 16.




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Table of Contents


* The selling shareholders consist of 30 individuals who purchased an aggregate of 367,000 shares of common stock for $36,700 in a private placement offering made in reliance upon an exemption from registration Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933 (“Securities Act”), as amended, during the period from December 1, 2006 through March 31, 2007. We will receive no proceeds from the sale of the shares by the selling shareholders.


Financial Summary


The following table summarizes the relevant financial information for GCI. Because this is only a financial summary, it does not contain all of the financial information that may be important to you. Therefore, you should carefully read all of the information in this prospectus, including the financial statements and the explanatory notes, before making an investment decision. Also, please note that our auditors have expressed substantial doubt as to our ability to continue as a going concern.


Balance Sheet Data:

As of March 31, 2007

Working capital deficit

$                   -

Total assets

$            40,796

Total liabilities

$                 186

Loss accumulated during the period

$                   68

Total shareholders' deficit

$            (4,040)



Summary Operating Data:

Inception (August 30, 2006) through March 31, 2007

Total revenue

$              2,000

Total operating costs and expenses

$              6,004

Total net loss

$            (4,040)

Basic loss per share

$                0.00

 

Basic average shares outstanding

7,954,124



RISK FACTORS


Investment in our securities involves a high degree of risk. You should consider the following discussion of risks as well as other information in this prospectus before investing in our common stock. The risks and uncertainties described below, while inclusive of all risks we believe to be material at this time, may not be the only ones. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations in the future. If any of the following risks actually occur, our business could be harmed. In such case, the value of our common stock could decline, and you may lose all or part of your investment.






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Table of Contents

I.    RISKS RELATED TO OUR BUSINESS


We need to raise additional capital to implement our business strategy and such capital raising may be difficult or costly to obtain and could dilute current stockholders’ ownership interests.


We are seeking to raise $100,000 at $.20 per share in this offering on a best efforts basis to implement our business plan and meet our capital needs.  See the section entitled “Use of Proceeds” beginning on page 16 for a description of the manner in which we plan to use proceeds from this offering.  At this time, we have not secured or identified any additional financing.  We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers or directors or from other shareholders.  There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us.  Any additional financing will involve dilution to our existing shareholders.  If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations.


Uncertainty exists as to whether our Company will have adequate capital to execute the planned expansions of business operations over the next 12 months thereby making an investment in GCI speculative.


We will require approximately $35,000 to fund operations for the next 12 months to market, brand and provide our certification and SDC services and approximately $50,000 to fund planned expansions during the next 12 months. We believe that cash on hand will be sufficient to fund our present operating requirements and that, assuming at least $50,000 of proceeds from the Company’s sale of newly issued shares,  the proceeds from our Offering will be sufficient to fund planned expansions. In the event that we are unable to raise a minimum of $50,000 through this offering or generate revenues in this amount an investment made in GCI may become worthless.


We are a development stage company and have a limited operating history; therefore there is no historical basis to judge whether our business can be successful.


Because we our in our development stage and have only recently begun to market and provide our services, it is difficult to predict when we will produce an operating profit. Since our incorporation on August 30, 2006, we have been engaged in development stage activities, including  but not limited to, developing a business plan and marketing strategy, building our corporate website, hiring our first full-time employee to serve as the Company’s chief executive officer, president, principal accounting and financial officer, entering into an eleven month sublease for our executive office space,  engaging and servicing the Company’s first client for certification services, generating our target list of clients and sales cycle for the next twelve months of operations and attending certification seminars and similar conferences held in New York City. Since our incorporation, we have generated $2,000 in revenues for our certification services. There is no guarantee that we will be successful in our business plans. We face all the risks inherent in a relatively new business and there can be no assurance that our activities will be successful and/or result in any substantial revenues. Therefore, prospective investors do not have a historical basis from which to evaluate our performance.


We have been subject to a going concern opinion from our independent auditors


Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended December 31, 2006, relative to our ability to continue as a going concern.  While we had positive working capital of $2,075 as of December 31, 2006, we had an accumulated deficit of $4,108 incurred  through  December 31, 2006 and recorded a loss of $4,108 for the fiscal year ended December 31, 2006.  Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.   Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. As such we may have to cease operations and investors could lose their entire investment.



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Table of Contents


Management may have underestimated the size of the market for its services, which may negatively impact future service revenues and profits.


At the present time, the Company has only evaluated the marketability of its services based upon management's perception of United States Census Bureau data in relation to the estimated market of women and minority owned companies eligible to become certified and in need of supplier diversity consulting services.  Once the Company obtains a minimum of $50,000 either through this offering, through revenues, if at all, we will immediately commence direct advertising of our services, other than by our targeting efforts, the internet or our website at www.gcertifications.com . GCI’s website has just been launched and it is too premature to anticipate how the website will, if at all, aid the Company in realizing revenue.  In the event indirect and direct targeting efforts and advertising reveal that our services are not marketable or needed in the marketplace, GCI will not have a potential source of income and it will be necessary for GCI to seek another means of obtaining revenue or the business will fail.


If we were to lose the services of Mr. Williams or Mr. Sarfoh we may not be able to execute our business strategy.


Our future success depends in large part upon the continued service of our CEO, President, Chief Financial Officer, Principal Financial and Accounting Officer and Director, Lawrence Williams, Jr. and upon the continued service of our Secretary and Director, Kwajo Sarfoh.  We have not entered into an employment agreement with Mr. Sarfoh, and, as a result, Mr. Sarfoh could become unwilling or unable to continue to serve us.  The loss of Mr. Sarfoh could seriously harm our business and require us to seek replacements who may have less experience or who may not understand our business as well, or we may not be able to find a suitable replacement.


Our executive officers and majority stockholders may significantly influence matters to be voted on and their interests may differ from, or be adverse to, the interests of our other stockholders.


The Company’s executive officers and directors, consisting of Mr. Williams and Mr. Sarfoh, currently control approximately 67.2 % of our outstanding common stock prior to this Offering.  Assuming the sale of 500,000 shares of our common stock, the Company’s executive officers will control approximately 63.4% of the Company’s outstanding common stock.  Accordingly, the Company’s executive officers possess significant influence over the Company on matters submitted to the stockholders for approval. This amount of control by our executive officers gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.


We rely on highly skilled personnel and, if we are unable to attract, hire and retain qualified personnel we may not be able to grow our business.


Because of the technical nature of our certification services and the market in which we compete, our performance is largely dependent on the talents and efforts of highly skilled individuals that are able to understand and effectively interpret and apply the myriad of rules and regulations surrounding private and public sector certification requirements and processes for the various Certification Programs. Our future growth and success depends on our ability to identify, hire, develop, motivate and retain highly skilled personnel that can efficiently guide a client applicant through the certification processes. Our ability to compete effectively will depend on our ability to obtain and attract employees.  If we do not succeed in obtaining and attracting qualified personnel, we may be unable to grow effectively. In addition, qualified personnel will generally require training at the outset, which requires significant resources and management attention. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.




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Table of Contents

Because our present officers and directors have only limited experience in providing certification and SDC services, we may need to attract, hire and retain personnel with certification experience in order to be competitive.


Although our officers have attended several seminars, conferences and trainings related to certifying companies, our officers have limited experience in certifying and providing SDC services to qualified Minority Businesses. Only Mr. Sarfoh, our Secretary and a Director has been directly involved in successfully certifying a minority-owned company. Accordingly, neither Mr. Williams nor Mr. Sarfoh has had any significant experience in providing certification or SDC services. If we do not generate revenues we will not be able to hire an individual with certification experience until such time, if any, as we generate profits. Accordingly, there can be no assurance that we will be able to hire any experienced personnel.  If we are unable to attract and retain qualified personnel with certification experience we may be at a competitive disadvantage.


We cannot assure you that we will be able to achieve or manage growth.  If we are unable to achieve or manage our growth, our business could be adversely affected.


We could experience growth over a short period of time, which could put a significant strain on our managerial, operational and financial resources.  We must implement and constantly improve our operational and certification processes and hire, train and manage qualified personnel to manage such growth. We have limited resources and may be unable to manage our growth. Our business strategy is based on the assumption that our customer base, geographic coverage and service offerings will increase. If this occurs it will place a significant strain on our managerial, operational, and financial resources.  Our development has placed, and will continue to place a strain on our managerial, operational, and financial resources.  Due to fact that we are in our developmental stage, we are unable to assess our ability to manage the growth of our business. If we fail to develop and maintain our services and processes as we experience our anticipated growth, demand for our services and our revenues could decrease.


The Company’s dependence on limited service offerings could have a material adverse effect on the Company's business, results of operations and financial condition.


We plan to derive substantially all of our revenues from providing certification services to women, minority and other qualified small businesses in the Certification programs and by providing supplier diversity consulting services whereby we will locate and provide successfully certified companies with available contract opportunities offered by the various government and private sector certification programs.  We expect that these services will account for all of our revenues for the foreseeable future. A decline in demand for these services as a result of competition, a change in government regulations, and a change in public policy concerning certification programs or any other reason would have a material adverse effect on our business, results of operations and financial condition.


We have not begun to implement an advertising or marketing program and if we fail to attract customers to use our services, we will not be able to generate revenues which could significantly affect our business, financial condition and results of operations.


We plan to market and advertise our services directly to senior executives of women, minority and other qualified small businesses. In the next twelve months of operations, the Company’s primary marketing efforts will center on creating an online presence through its website, search engine optimization, direct mailings targeted to minority owned businesses.  We estimate that advertisements in local and national women and minority oriented newspapers, industry trade journals and magazines will not occur during this initial period. We believe that building awareness of our certification service offerings is critical to generating our client base. Even if we are able to implement our complete advertising and marketing plan in the next twelve months, we cannot assure you that we will be successful in obtaining customers.  If we fail to attract customers to use our services, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.




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Table of Contents

If we do not successfully establish and maintain our company as a highly trusted and respected name for women and minority owned business certification and supplier diversity consulting services, we could sustain loss of revenues, which could significantly affect our business, financial condition and results of operations.


In order to attract, obtain and retain clients and business, we must establish, maintain and strengthen our name and the services we provide. In order to be successful in establishing our reputation, clients must perceive us as a trusted source for quality services that positively impacts their growth initiatives and bottom line. If we are unable to attract and retain clients, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.


If we fail to perform effectively on project engagements, our reputation, and therefore our business could be harmed.


We believe that many of our engagements will come from existing clients or referrals from existing clients. Therefore, our growth is dependent on our reputation and on client satisfaction. The failure to perform services that meet a client's expectations may damage our reputation and harm our ability to attract new business. Damage to our reputation arising from client dissatisfaction could significantly affect our business, financial condition and results of operations.


If we fail to develop long-term relationships with clients, our success would be jeopardized.


We anticipate that a majority of our business will be derived from repeat clients for our SDC services. Our future success depends to a significant extent on our ability to develop long-term relationships with successfully certified women, minority and other qualified businesses that will provide new and repeat business. Our inability to build long-term client relations or our inability to locate and provide certified companies with available contract opportunities for new or existing clients could result in a loss of future business which would harm our financial condition and results of operations.


We have a limited number of clients and we are therefore subject to risks associated by having a substantial concentration of business with certain individual clients.


Until the Company develops a client base comprising a diversity of clients and is not dependent on individual or a small number of clients for the substantial part of its business, the Company is subject to the risk that the loss of any individual client or group of clients will materially affect the ability of the business to develop sufficient cash flow to fund its operating expenses.  In that event, the Company may be forced to cease or substantially cut back its marketing and operations and investors may lose their entire investment or they may be substantially diluted by the need to access additional capital.


We face unpredictable marketing and engagement cycles in the delivery of our certification and SDC services which could affect our ability to deliver services on a timely basis or within anticipated budgets.


The Company plans to offer a majority of its services primarily through ongoing client relationships. There can be no assurance that the significant non-billable time and resources invested in building client relationships will result in new or additional contracts from existing clients. As part of building such relationships, it is estimated that the Company's executive officers will typically expend substantial time and resources identifying strategic or business issues and objectives, gathering information, preparing engagement proposals and negotiating contracts. Any failure by the Company to procure an engagement after expending significant non-billable time and resources on marketing efforts could have a material adverse effect on the Company's results as well as its business, financial condition and results of operations.




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The length of time required to complete a client’s certification application may depend on many factors outside the control of the Company, including the state of the clients' company records, changes or the anticipation of changes in the regulatory environment affecting statutes, regulations and procedures governing certification associations, agencies and private sector organizations in general, budgetary constraints and the client's ability to commit the personnel and other resources necessary to complete elements of the certification process for which the client is responsible. The failure of the Company to deliver its services on a timely basis or within anticipated budgets could have a material adverse effect on the Company's business, financial condition and results of operations.


Our profitability could suffer if we are not able to maintain favorable pricing rates.


Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we are not able to maintain favorable pricing for our services, our profit margin and our profitability could suffer. The rates we are able to recover for our services are affected by a number of factors, including:


 

 

our clients’ perceptions of our ability to add value through our services;

 

 

competition;

 

 

our competitors’ pricing policies;

 

 

our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over increasingly longer contract periods; and

 

 

general economic and political conditions.


If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.


We will negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, these include fixed-price pricing, percentage of contract pricing and contracts with features of both of these pricing models. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. There is a risk that we will under price our contracts or fail to accurately estimate the costs of performing the work. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings in connection with the performance of this work, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.


Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could increase the variability of our revenues and margins.


We estimate that a majority of our contracts will include incentives related to benefits produced as a result of certification. These contracts will provide that payment of all or a portion of our fees is contingent upon our clients meeting revenue-enhancement or other contractually defined goals that are dependent in some measure on our clients’ actual levels of business activity. These provisions could increase the variability in revenues and margins earned on those contracts.


Demand for our services is dependent on several factors, many of which are outside of our control and could cause us to experience fluctuations in our financial results.


We believe that demand for our services is dependent upon several factors, most notably the following:


·

growth in women, minority and other qualified businesses;

·

growth in supplier diversity programs;

·

corporate outsourcing;



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·

government outsourcing;

·

diversity purchasing;

·

the timing and customer acceptance;

·

service enhancements;

·

our promotions and those of our competitors;

·

service complaints; and

·

overall changes in economic conditions.


Many of these factors are outside of our control.  These factors, either individually or in the aggregate, may have a materially adverse affect on the demand for our services which could significantly affect our business, financial condition and results of operations.


The timing of sales could significantly affect our results of operations. Our operating expenses are not based on any anticipated revenue levels in the short term, and are expected to increase in the short term, particularly due to our efforts to become a publicly traded company in the U.S.  As a result, our financial results could be materially adversely affected. Financial results in the future may be influenced by the factors (discussed above) which effect the demand for our services. Accordingly, there may be significant variations in our financial results.


We face competition in the provision of certification and SDC services that could adversely affect our revenues. These competitive pressures could reduce the volume of sales and significantly harm our business, results of operations and financial condition.


Providing professional certification and SDC services to Minority Businesses is a highly competitive business.  The market for professional certification services to Minority Businesses is intensely competitive, highly fragmented and subject to rapid change.


GCI’s certification and SDC services competes with (i) law firms, (ii) independent firms which offer one or more of the services offered by the Company, (iii) smaller firms that have created a specialized niche in the marketplace, (iv) start-up companies entering the market and (v) federal and state government agencies and associations which offer one or more of the services offered by the Company.  Many of the Company’s competitors are larger and have greater financial resources. Many of these companies have a national presence and may have greater personnel, financial, technical and marketing resources.


We also believe our ability to compete depends on a number of factors outside of our control, including:


·

the prices at which others offer competitive services, including aggressive price competition and discounting on individual engagements;

·

the ability of our competitors to undertake more extensive marketing campaigns than we can;

·

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;

·

the ability of qualified companies to perform the services themselves; and

·

the extent of our competitors' responsiveness to customer needs.


In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace.  We must establish our name as a reliable and constant source for professional certification and SDC services. Any significant increase in competitors or competitors with better, more efficient services could make it more difficult for us to gain market share or generate revenues.    We may not be able to compete effectively on these or other factors.




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We will incur increased costs as a result of becoming a public company.


We have plans to become a publicly traded company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the “NASD”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all.  We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar liability coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.


II.    RISKS RELATING TO THIS OFFERING


There is no firm commitment to purchase the shares of common stock being offered in the Offering, and as a result initial investors assume additional risk.


This is a best efforts, no minimum offering of shares of our common stock being conducted solely by our management.  There is no commitment by anyone to purchase any of the shares being offered.  We cannot give any assurance that any or all of the shares will be sold.  There is no minimum and we will retain any amount of proceeds received from the sale of the shares.  Moreover, there is no assurance that our estimate of our liquidity needs is accurate or that other unforeseen events will not occur, resulting in the need to raise additional funds.  As this Offering is a best efforts financing, there is no assurance that this financing will be completed or that any future financing will be affected.  Initial investors assume additional risk on whether the Offering will be fully subscribed and how the Company will utilize the proceeds.


You will incur immediate dilution in this Offering.


The offering price of our common stock is substantially higher than the net tangible book value per share of the outstanding common stock issued after this Offering.  Therefore, if you purchase shares of our common stock in this Offering, you will incur substantial immediate dilution in the net tangible book value per share of common stock from the price you pay for such share.


We arbitrary determined the offering price.


The offering price of the shares of common stock has been arbitrarily determined by our management based on estimates of the price that purchasers of speculative securities, such as our common stock, will be willing to pay considering our nature and capital structure, the experience of the officers and directors and the market conditions for the sale of equity securities in similar companies.  The offering price of the shares bears no relationship to our assets, earnings or book value, or any other objective standard of value.


We do not anticipate dividends to be paid on our common stock and investors may lose the entire amount of their investment.


A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares nor can we assure that stockholders will not lose the entire amount of their investment.




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Our bylaws and the Nevada Revised Statutes contain provisions that limit the liability and provide indemnification for our officers and directors.


Our bylaws provide that the officers and directors will only be liable to us for acts or omissions that constitute actual fraud, gross negligence or willful and wanton misconduct.  Thus, we may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faith acts for us.  Such an indemnification payment might deplete our assets.  Stockholders who have questions respecting the fiduciary obligations of our officers and directors should consult with independent legal counsel.  It is the position of the SEC that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations thereunder is against public policy and therefore unenforceable.


The securities being offered are restricted shares of our common stock and an investment in our common stock will be illiquid.


All certificates which evidence the shares will be inscribed with a printed legend which clearly describes the applicable restrictions on transfer or resale by the owner thereof.  Accordingly, each investor should be aware of the long-term illiquid nature of his investment.  In no event may such securities be sold, pledged, hypothecated, assigned or otherwise transferred unless such securities are registered under the Securities Act and applicable state securities laws or we received an opinion of counsel that an exemption from registration is available with respect thereto.  Thus, each investor should be prepared to bear the risk of such investment for an indefinite period of time.


There is currently no market for our common stock, and we do not expect that a market will develop in the foreseeable future making an investment in our common stock illiquid.


There is currently no market for our common stock.  We do not expect that a market will develop at anytime in the foreseeable future.  The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable.  In the event that a market develops, we expect that it would be extremely volatile.


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


Information included or incorporated by reference in this prospectus may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.


This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our growth strategies, (b) anticipated trends in our industry, (c) our future financing plans and (d) our anticipated needs for working capital. These statements may be found under “Use of Proceeds”, “Plan of Operations” and “Description of Business,” as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur.


USE OF PROCEEDS


We will receive proceeds only from the sale of the shares of common stock offered by GCI pursuant to this prospectus. We will not receive any proceeds from the resale by the selling shareholders of their shares. We estimate that the proceeds of this Offering will be used as set forth in the table below.



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[FINALGCISB2004.GIF]





[FINALGCISB2006.GIF]




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(1)

There is no minimum purchase requirement or any commitment by any person to purchase any or all of the shares of common stock offered by the Company in this prospectus and, therefore, there can be no assurance that the offering will be totally subscribed for the sale of the 500,000 shares of common stock being offered or subscribed to at all.


(2)

Legal fees and expenses include estimated Blue Sky filing fees and expenses.



DETERMINATION OF OFFERING PRICE


At present, there is no established public market for our shares of common stock. From December 1, 2006 to March 31, 2007, the Company sold 367,000 shares of its common stock, par value $.001, at a price of $0.10 per share to thirty (30) investors in consideration for $36,700 contributed capital to the Company.  Based on the progress we have made in the development of the business and the fact that the Company has made substantial progress toward the registration of the Company’s shares, the Company’s board of directors has determined that a 100% premium or $0.20 per shares is a reasonable maximum offering price for the Company’s shares.  In arriving at this price, in addition to our business prospects, we have taken into account our assets, earnings, book value and other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the determination or the fairness of the offering price for the shares.


The selling shareholders may offer and sell the shares of common stock from time to time in each case at $0.20 per share until, and if, a market develops a market for our shares of common stock on the OTCBB, at which time, if ever, the selling shareholders may offer and sell the shares at fixed prices, at prices then prevailing in the public market at the time of sale, at prices related to these prevailing market prices or at negotiated prices, in open market transactions, in private or negotiated transactions or in a combination of these methods of sale.


DILUTION


If you purchase shares in this offering, your interest will be diluted to the extent of the excess of the public offering price per share of common stock over the as adjusted net tangible book value per share of common stock after this offering. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding.


At March 31, 2007, we had a pro forma net tangible book value of approximately $40,610.00, or approximately $0.00 per share based on 8,317,000 shares issued and outstanding on a pro forma basis. After taking into account the estimated net proceeds from this offering of $100,000 and the issuance of the 500,000 shares being offered, our net tangible book value at March 31, 2007 would have been approximately $132,630.00, or $0.02 per share. This represents an immediate increase of $0.02 per share to existing shareholders and immediate dilution of $0.18 per share, or 90%, to the new investors who purchase units in this offering. The following table illustrates this per share dilution:


Estimated public offering price per share

$           0.20

$               -

Pro forma net tangible book value per share at March 31, 2007

$           0.00

$               -

Increase in net tangible book value per share attributable to new investors

$           0.02

$               -

Net tangible book value per share after the offering

$           0.02

$               -

Dilution per share to new investors

$           0.18

$               -


The following table summarizes as of March 31, 2007 the differences between the existing shareholders and the new investors with respect to the number of shares purchased, the total consideration paid and the average price per share paid:




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Shares Purchased

 

Total Consideration

 

Average Price

 

 

 

Number

 

Percent

 

Amount

 

Percent

 

Per Share

 

Founders, executive officers and directors (1)

7,950,000

(2)

90.17%

 

$    7,950

 

5.50%

 

$         0.001

 

Other existing stockholders

367,000

 

4.16%

 

$  36,700

 

25.37%

 

$          0.10

 

New investors

500,000

 

5.67%

 

$100,000

 

69.13%

 

$          0.20

(3)

Total

8,817,000

 

100%

 

$144,650

 

100%

 

 

 


(1)

Includes 2,362,500 shares of common stock purchased by Michael Belton, a founding shareholder, at par value $.001, for total consideration of $2,362.50.

(2)

Includes the value of services rendered by Mr. Williams for stock.

(3)

Estimated public offering price.


SELLING SECURITY HOLDERS


Of the 867,000 shares of common stock being offered by this prospectus, the selling shareholders are offering an aggregate of 367,000 shares of common stock. We issued the 367,000 shares of common stock to the selling shareholders in a private placement pursuant to the exemption from registration under Regulation D of the General Rules and Regulations under the Securities Act of 1933 (as described in greater detail below under  "Item 26 Recent Sales of Unregistered Securities"). We believe that the selling shareholders have sole voting and investment power with respect to the shares owned. No selling shareholder is an affiliate of a broker-dealer.



Name of Selling Shareholder

Shares Owned Prior to Offering

Percentage Owned Prior to Offering (1)

Shares Offered

For Sale

Shares Owned After Offering

Percentage Owned After Offering (1)

Jeffrey Johnson

20,000

0.25%

20,000

0

0.0%

Gabe Kuo

10,000

0.13%

10,000

0

0.0%

Edward Pak

10,000

0.13%

10,000

0

0.0%

Dan Lanka

10,000

0.13%

10,000

0

0.0%

Jeremy Pearman

12,000

0.15%

12,000

0

0.0%

Christopher Davis

20,000

0.25%

20,000

0

0.0%

Todd Jones

10,000

0.13%

10,000

0

0.0%

Paul McShane

12,500

0.16%

12,500

0

0.0%

Joe Leuzzi, Jr.

10,000

0.13%

10,000

0

0.0%

Steven M. Masciangelo

10,000

0.13%

10,000

0

0.0%

Rick Paz

20,000

0.25%

20,000

0

0.0%

Christopher Flood

10,000

0.13%

10,000

0

0.0%

Charles Davis

10,000

0.13%

10,000

0

0.0%

Cynthia Gormezano

10,000

0.13%

10,000

0

0.0%



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Comfort Sarfoh

20,000

0.25%

20,000

0

0.0%

Andrew Kallenberg

2,500

0.03%

2,500

0

0.0%

Steve Werner

10,000

0.13%

10,000

0

0.0%

Illiana A. McCalip

10,000

0.13%

10,000

0

0.0%

Jim Green

10,000

0.13%

10,000

0

0.0%

David Jersen

15,000

0.19%

15,000

0

0.0%

Jawanza Phoenix

20,000

0.25%

20,000

0

0.0%

Andre Blackburn

20,000

0.25%

20,000

0

0.0%

Isreal Rentas

10,000

0.13%

10,000

0

0.0%

Peter Sanicola

10,000

0.13%

10,000

0

0.0%

Jason Lewis

10,000

0.13%

10,000

0

0.0%

Jermaine Moure

10,000

0.13%

10,000

0

0.0%

George Guzman

5,000

0.06%

5,000

0

0.0%

Victor Perez

10,000

0.13%

10,000

0

0.0%

Kevin Foster

20,000

0.25%

20,000

0

0.0%

Nick Scarimbolo

10,000

0.13%

10,000

0

0.0%

Selling Shareholders as  a Group

367,000

4.62%

367,000

0

0.0%


(1)

Applicable percentage of ownership is based on 8,317,000 shares of common stock outstanding as of June 28, 2007.



Sales by the Selling Security Holders . We are not aware of any plans, proposals, arrangements or understandings with any potential sales agent with respect to participating in the distribution of the shares being offered for sale by the selling security holders. If such participation develops, the prospectus will be amended to identify such persons.


We are registering all of the shares of common stock owned by the selling shareholders and the selling shareholders are offering all of these shares for resale in the offering. Accordingly, assuming the selling shareholders sell all of the shares being registered, no selling shareholder will continue to own any shares of our common stock.


The selling shareholders, or pledgees, assignees, donees, transferees or other successors in interest, may offer and sell any or all of the shares of common stock from time to time at $0.20 per share until, and if, a market develops for our shares of common stock, at which time, if ever, the selling shareholders may offer and sell the shares from time to time in each case at prices then prevailing in the public market at the time of sale, at prices related to these prevailing market prices or at negotiated prices, in open market transactions, in private or negotiated transactions or in a combination of these methods of sale. We will not receive any of the proceeds from the sale of shares of common stock by the selling shareholders. The selling shareholders will act independently of us in making determinations with respect to the timing, manner and size of each offer or sale. These sales may be made on the trading market, if any, or any other stock exchange, market or trading facility on which the shares are traded or otherwise at prices and on terms then prevailing or at prices related to the then current market prices, or in negotiated transactions.




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The selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any discounts, commissions or concessions received by any selling shareholder, and any profits realized on the resale of the shares, may be deemed to be underwriting discounts and commissions under the Securities Act. Because selling shareholders may be deemed to be underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirement of the Securities Act. We will make copies of this prospectus available to the selling shareholders and inform them of the need to deliver a copy of this prospectus to each purchaser at or before the time of the sale. There is no underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling shareholders. In certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.


The selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling shareholders or any other person. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution.



PLAN OF DISTRIBUTION


General


We are offering the right to subscribe for 500,000 shares of common stock at the offering price of $0.20 per share. Additionally, this prospectus relates to the resale by the selling shareholders of up to 367,000 shares of common stock. The plan of distribution for these shares is described above under “Selling Security Shareholders.”


As of the date of this prospectus, we have not retained, and we have no plans to retain, a broker-dealer in connection with the sale of the common stock in this offering. In the event that we retain a broker-dealer, which may be deemed an underwriter, we will file an amendment to the prospectus on file with the Securities and Exchange Commission of which this prospectus is a part. We propose to offer the shares directly in a self-underwritten offering, and no selling commissions or other compensation is to be paid to our executive officers in connection with the offer and sale of the shares. Accordingly, there is no commitment by any person to purchase any shares.


There is no arrangement to escrow, impound or return any of the proceeds received from this offering and the funds will be immediately available for our use. Because there is no minimum purchase requirement, the shares of common stock purchased by any one investor may be the only shares sold in the offering. To the extent that we realize offering proceeds insufficient in amount to implement our business plan, the shares of common stock purchased by an investor in this offering may be deprived of any value.


Our executive officers and directors, including Mr. Williams and Mr. Sarfoh, shall distribute prospectuses related to this offering. Mr. Williams and Mr. Sarfoh intend to distribute prospectuses to acquaintances, friends and business associates. We estimate that approximately 50 to 100 prospectuses will be distributed in this manner. Although Mr. Williams and Mr. Sarfoh are each an “associated person” of GCI, as that term is defined in Rule 3a4-1 under the Securities Exchange Act of 1934, they are deemed not to be brokers for the following reasons:


i.

He or she is not subject to a “statutory disqualification,” as that term is defined in Section 3(a)(39) of the Exchange Act, at the time he or she participates in the sale of our common stock;




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ii.

He or she will not be compensated for assisting in the sale of our common stock by the payment of a commission or other remuneration based, either directly or indirectly, on transactions in the common stock;


iii.

He or she is not an associated person of a broker or dealer at the time he or she participates in the sale of our common stock; and


iv.

He or she will restrict his or her participation to the following activities:


(a)

preparing any written communication or delivering the communication through the mail or other means that does not involve oral solicitation of a potential purchaser;

(b)

responding to inquiries of potential purchasers made in communications that they initiate; provided, however, that the content of the responses is limited to information contained in a prospectus filed under the Securities Act of 1933 or other offering document; and

(c)

performing ministerial and clerical work involved in effectuating any transaction.



LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings. There has been no bankruptcy, receivership or similar proceedings.



DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


The members of the Board of Directors of the Company serve until the next annual meeting of the stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors.


The following table and subsequent discussion contain information concerning our directors and executive officers, including their names, ages, term, commencement date and positions.


Name

Age

Position

Term

Lawrence Williams, Jr

60

Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, Director

December 22, 2006

Kwajo Sarfoh

34

Secretary, Director

December 22, 2006


Lawrence Williams, Jr. , was elected on December 22, 2006 to serve as our Chief Executive Officer, President and Director. On June 8, 2007 Mr. Williams was elected to serve as the Company’s Chief Financial Officer and Principal Accounting Officer. Prior to joining the Company, Mr. Williams served as a Vice President at JP Morgan Chase in their Small Businesses Group from April 1994 to April 2006. At JP Morgan Chase Mr. Williams managed a team with a $220 million Small Business Portfolio. Mr. Williams has a B. S. in Accounting from Hunter College and attended American Institute of Banking.


Kwajo Sarfoh , founder, serves as a Secretary and Director of the Company. Beginning January 2007, Mr. Sarfoh has been employed by RSM McGladrey as a tax consultant. Mr. Sarfoh is a founder of Securitas Edgar Filings, Inc., an EDGAR filing company formed in October 2005. From May 2005 to January 2007 Mr. Sarfoh practiced law at Sarfoh & Associates, LLP. From November 2003 to February 2005, Mr. Sarfoh was employed at Ernst & Young LLP as a senior tax associate in their Transaction Advisory Services Group. Beginning August 2001 through November 2003, Mr. Sarfoh worked at Deloitte & Touche LLP as a federal tax consultant. Mr. Sarfoh received a bachelor degree in economics from the State University of New York at Albany, a law degree from Boston University Law School, a masters in business administration from Boston University School of Management, and a masters of law in taxation from Georgetown University Law Center.



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Mr. Williams works full-time for the Company.  Mr. Sarfoh will make himself available to the Company as required, but will not serve on a full-time basis.  It is estimated that Mr. Sarfoh will devote 10-20 hours per week to the Company’s activities.  There is no assurance that Mr. Sarfoh’s role with the Company may not conflict with his other activities.


Term of Office


Our Directors are elected annually and hold office until our next annual meeting of the shareholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement.  Our officers and Directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Directors may be reimbursed by us for expenses incurred in attending meetings of the Board of Directors.  Vacancies in the Board are filled by majority vote of the remaining directors.


Committees of the Board of Directors


We have no audit committee or compensation committee or other board committee performing equivalent functions and no director serves as an audit committee financial expert because of the limited number of employees and lack of independent directors.  All functions of an audit committee and compensation committee are performed by the Board of Directors.


Compensation of Directors


We expect that any employee and non-employee directors in the future will receive compensation for their services as directors in an amount to be determined by our board.


Code of Ethics


We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We will provide to any person without charge, upon request, a copy of such code of ethics. Persons wishing to make such a request should do so in writing to the Secretary at Gateway Certifications, Inc., 250 West 57 th Street, Suite 917, New York, NY 10107.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of June 22, 2007, certain information regarding the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, each director and executive officer and all directors and executive officers as a group:



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Name of Beneficial Owner (1)

 

Number of Shares Beneficially Owned

 

Prior to Offering as a Percentage of Total (3)

 

Post-Offering as a Percentage of Total (4)

Lawrence Williams, Jr. (2)

 

1,200,000

 

14.43%

 

13.61%

Kwajo Sarfoh( 2)

 

4,387,500

 

52.75%

 

49.76%

Michael Belton

 

2,362,500

 

28.41%

 

26.79%

All Executive Officers and Directors as a Group

(2 persons)

 

5,587,500

 

67.18%

 

63.37%


(1)

The persons named in the above table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

(2)

Business Address is 250 West 57 th Street, Suite 917, New York, NY 10107.

(3)

Includes the sale of 367,000 shares of our Common Stock to Selling Security Holders.

(4)

The Post-Offering Percentage is calculated by dividing the amount of shares beneficially owned by the sum of the total outstanding shares of common stock of the Company, 8,317,000, and the 500,000 shares of common stock offered for sale by the Company.



DESCRIPTION OF SECURITIES


COMMON STOCK


Our authorized capital common stock consists of 50,000,000 shares of common stock, $0.001 par value per share. As of the date of this prospectus, there are 8,317,000 shares of common stock issued and outstanding, which are held of record by approximately 33 holders.


Holders of our common stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.


Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.


Holders of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock.


We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

DIVIDEND POLICY

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends on our common stock in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.



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INTEREST OF NAMED EXPERTS AND COUNSEL


No expert or counsel named in this prospectus that has prepared or certified any part of this prospectus or has given an opinion on the validity of the securities being registered or upon the legal matters in connection with the registration or offering of the common stock was employed on a contingency basis. Further, no expert or counsel has or is to receive in connection with this offering, a substantial interest, direct or indirect, in GCI. No expert or counsel named in this prospectus has been connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.


TRANSFER AGENT


Our transfer agent is Pacific Stock Transfer Company located at 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119.


DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES


Under the Nevada General Corporation Law and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.


The effect of this provision in our Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.


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




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DESCRIPTION OF BUSINESS


Overview


GCI was formed to assist women-owned, minority-owned and other qualifying businesses apply for and successfully complete and receive various federal, state, city, and private sector certifications so that these businesses may develop with the goal that they will successfully compete in the marketplace without the need for government assistance.


Certification is a process designed to ensure that a business is actually owned, controlled, and operated by the applicant women, minority or other qualifying individuals. Certifying entities, including government agencies and public and private sector corporations, require the review process to ensure that only firms that meet the eligibility criteria of the individual certifying programs are certified.


I.

GCI’s Certification Services


The Company was formed to provide certification services to women-owned, minority-owned and other qualified businesses that seek one or more of the following Certification Programs:


(1)

Minority Business Enterprises Certification (MBE)

(2)

Women’s Business Enterprise Certification (WBE)

(3)

Disadvantaged Business Enterprise Certification (DBE)

(4)

National Minority Suppliers Development Council Certification

(5)

National Women Business Owners Corporation Certification

(6)

State & City Certifications

(7)

SBA 8(a) Certification

(8)

SBA SDB Certification


GCI first determines if a business is eligible for certification and, if so, which certification(s) is/are appropriate based on the Minority Business’ industry, eligibility standing, current marketing strategies and opportunities that best suit its goals.


The process and associated tasks involved in certifying a client in one or more of the above Certification Programs includes, but is not limited to, the following:


Ø

complete application preparation;

Ø

due diligence of all documents required as part of application;

Ø

assistance with procuring required documents;

Ø

business background write-up for each owner, shareholder, partner and/or director;

Ø

documentation of ownership and business history;

Ø

assistance in selecting appropriate SIC and NAICS Codes for future procurement sources;

Ø

assistance in preparation of personal statement of net worth for each owner, shareholder, partner and/or director;

Ø

preparation of business waiver, if applicable;

Ø

application submittal and tracking; and

Ø

point of contact for certifying agencies;




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Through our certification services, our overall business objective is to provide women, minority and other qualified small businesses with an opportunity to participate and compete in the American economy through government and corporate business development and to become independently competitive in the marketplace. The Company assists Minority Businesses through the process of certification.  The Company recognizes the historical lack of access that women, minorities and other disadvantaged individuals have had to the resources needed to develop their small businesses.


By law, federal agencies are required to establish contracting goals, such that a percentage of all government purchases are intended to go to small businesses. In addition, contract goals are established for small women-owned and minority-owned businesses; these government-wide goals, according to report by the SBA entitled “Minorities in Business, 2001”, which are not always achieved, are 5% and 5%, respectively. They are important, however, because federal agencies have a statutory obligation to consider small businesses for procurement opportunities, particularly small businesses certified as women and/or minority-owned.


II.

GCI’s Supplier Diversity Consulting Services


Certification, however, is just one small step in establishing a company as a certified women or minority-owned business. Although obtaining certification is beneficial, it is how a company utilizes it certification through applicable market segments that ultimately affects its bottom line. GCI will support applicants’ organizational efforts to obtain new business through a streamlined, strategic approach to public and private sector procurement.


GCI will assist certified companies procure new relationships, through direct marketing, within either the private and public procurement sector and specifically within Corporate 500 Supplier Diversity Programs (SDP's). We connect our clients with SDP's both locally and nationally based on each client's opportunities, capacity, individual expertise and strategic goals. This consists of compiling a portfolio for the certified Minority Business which is then followed by sending out the portfolio to various contracting officers of the respective governmental agency and/or private organization. The Company will also maintain and ensure that certified companies are on approved vendor lists and connected to quality client-specific opportunities.


Success in local or federal government procurement marketplace and private-sector SDP's requires diligence and careful planning. Certifying agencies, local and federal government agencies, and private-sector SDP's require applicants to comply with numerous regulations in order to achieve and maintain certifications, award eligibility and performance competency. Once certified, Minority Businesses often find themselves at a loss on how to utilize their certification, retrieve information on opportunities and respond to bid requests.


Marketing services include:


Ø

customized sales and marketing campaigns targeting corporate supplier diversity markets or public sector procurement;

Ø

preparing and managing supplier diversity vendor applications;

Ø

submittal and tracking of supplier diversity applications; and

Ø

additional vendor application verification/confirmation.


GSI will connect its clients with SDP's both locally and nationally based on each client's opportunities, capacity, individual expertise and strategic goals. The Company will help applicants determine which companies to apply with for preferred vender status as a certified women or minority owned business.




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Although federal, state, city and local government agencies and public and private organizations do not and can not guarantee any specific amount of business for each firm, once certified, Minority Businesses achieve preferential access to bid for federal and private contracts that are related to their respective business concerns. Once successfully certified in one or more certification programs, the Company then assists Minority Businesses to secure business opportunities with federal, state and local government agencies and private-sector SDP.


The Market Need for Certification & Supplier Diversity Consulting Services


Socially and economically disadvantaged individuals represent a significant percentage of the U.S. population, and, yet, account for a disproportionately small percentage of total U.S. business revenues. As a result, federal and state governments and the private sector developed programs to promote Minority Business Enterprise (MBE) growth. Generally, these programs concentrated on business development and included sheltered markets, management and technical assistance, and preferred access to capital for smaller businesses.  According to a report by the U.S. Census Bureau entitled, 1992 Economic Census, Survey of Minority-Owned Business Enterprises , the combined efforts of the private and public sectors over the years has helped to create over 2 million minority firms, with sales in excess of $205 billion.


According to a 1999 report published by the U.S. Department of Commerce, Minority Business Development Agency, entitled, The Emerging Minority Marketplace, Minority Population Growth; 1995-2000, the recent population census report projects that minority populations, who now represent approximately 28% of the U.S. population, are expected to represent 50% by 2050. According to a paper prepared by The Asaba Group for the Joint Center of Political and Economic Studies and the Minority Business Roundtable, entitled, The Aspirations of Minority Businesses , the minority population will account for 108 million, which is 92% of the total incremental gain.


With their growing rates of business ownership, ethnic entrepreneurs and consumers will significantly impact the overall economy. According to the Asaba Group report,  from 1990 to 2000, Asians, African and Hispanics Americans have grown by 49.6%, 39% and 14.3%, respectively, while Anglo-American have witnessed a modest 4.4% growth over the same period.


The breakdown by ethnicity of the incremental growth is as follows:


·

Asian-Americans will grow by 21.5 million and will account for 8.2% of the population.

·

Hispanic-Americans will grow by 66 million and become the largest minority group with 25% of the total population.

·

African-Americans will grow by 20.6 million and constitute 13.4% of the population.


With this increase in population, minorities have also increased their share of economic power and the collective buying power of minorities is now estimated to exceed one trillion dollars.


Minorities are becoming better educated and talented. In addition, as minorities approach the ages between 35 and 40, the typical age range for starting new entrepreneurial ventures, more minorities will join the growing pool of highly educated and talented business entrepreneurs.


Given the increase in the minority populations and the growing pool of highly educated and talented minority business entrepreneurs, minority owned businesses have witnessed explosive growth during the last decade, and have doubled the growth rates of all firms in the US economy.


According to the Asaba Group report , from 1987 to 1992, the total number of firms in the US economy increased by 4.7% and corresponding sales rose by 10.75%. Contrasted with minority groups during the same period shows the following:



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·

Hispanic American owned firms increased by 12.8% and sales rose by 24.11%.

·

Asian and Native American owned firms rose by 10% with sales increase of 23.98%.

·

African American owned firms increased by 7.9% and sales rose by 10.25%.


According to the 1992 US Census Survey of Minority Owned Business Enterprises (“SMOBE”) records (does not include corporations), there were approximately 1.9 million minority-owned businesses with total sales estimated at about $205 billion dollars. The breakout by minority group is as follows


·

Hispanic-American owned firms total 772,000 with total sales of $72.8 billion.

·

Asian-American owned firms total 504,000 with total sales of $91.7 billion.

·

African-American owned firms total 621,000 with sales of $32.3 billion.

·

Native-American owned firms total 102,000 with sales of $8.0 billion.


The new generation of minority entrepreneurs not only targets minority dominant markets, but also the general population. Increasingly, this generation of entrepreneurs not only posses the entrepreneurial skills of early generations, but are more educated and have gained credible experience within mainstream Corporate America. An important statistic, which highlights this trend, is the number of minority students conferred with a Master of Business Administration (MBA) degree. According to the Asaba Group report, this has increased over 300% since 1977.


This generation of entrepreneurs is focused on business-to-business market segments (construction, energy, distribution, transportation etc.). A look at the top minority businesses with sales greater than $200 million indicates that three quarters of these companies are in the business-to- business segments. These minority-owned and operated businesses compete in different sectors of the mainstream economy. Those that historically focused on minority niche markets now participate in broader new segments to achieve profitable growth.


Notwithstanding, minorities ownership rates, compared with non-minority business ownership rates, reveal striking differences. Estimates from the 2000 Census indicates that 11.8% of non-minority workers are self-employed business owners, whereas only 4.8% of African-American workers and 7.2% of Latino workers are business owners.


In addition to lower rates of business ownership, minority owned firms are less successful on average than non-minority firms. In particular, minority firms have lower sales, hire fewer employees, and have smaller payrolls than non-minority owned businesses. Minority-owned businesses also have lower sales and end-of-year assets, and are younger than businesses owned by non-minorities.


The relatively smaller number and weaker performance of minority-owned businesses in the US is a major concern among policymakers.  In response, a large number of federal, state, and local government programs and private organizations have provided set-asides and loans to minorities, women, and other disadvantaged groups.


Overview of Certification Programs


The Company believes that the certification programs and processes are very complex and fraught with the likelihood of application rejection for merely technical reasons.  We believe that this complexity tends to intimidate rather than attract otherwise qualified small businesses to one or more of these programs that were established to provide Minority Businesses with an opportunity to participate in the business sector and become independently competitive in the marketplace.




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The application package for certification and the required attachments for these programs present a daunting challenge. The Company recognizes that not everyone who desires to apply for certification is qualified to participate because of the stringent regulations that govern these programs. The regulations are lengthy and complex, often leaving large areas open to subjective interpretation.  The Company believes that each of the various certification programs and processes are complex and fraught with the likelihood of application rejection for merely technical reasons.  In fact, it is estimated that over 70% of all certification applications are rejected, generally because of mistakes and inconsistencies.


To avoid enduring the appeals process, which can take 1-2 years and involve attorneys, or, in some instances involve a mandatory one-year wait for re-application, the Company’s certification procedures avoid many common mistakes and alerts applicants to any inconsistencies in their documentation. GCI assists Minority Businesses compile, phrase and present information in the form and manner required by certifying agencies and private organizations in order to successfully obtain certification.


Minority Owned Businesses (“MBE”)


A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American.


Ownership by majority individuals means the business is at least 51% owned by such individuals or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more such individuals. Further, the management and daily operations are controlled by minority group members.


For purposes of the National Minority Supplier Development Council (“NMSDC”) program, a minority group member is an individual who is a U.S. citizen with at least 1/4 or 25% minimum (documentation to support claim of 25% required from applicant) of the following:

·

Asian-Indian - A U.S. citizen whose origins are from India, Pakistan and Bangladesh

·

Asian-Pacific - A U.S. citizen whose origins are from Japan, China, Indonesia, Malaysia, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Thailand, Samoa, Guam, the U.S. Trust Territories of the Pacific or the Northern Marianas.

·

Black - A U.S. citizen having origins in any of the Black racial groups of Africa.

·

Hispanic - A U.S. citizen of true-born Hispanic heritage, from any of the Spanish-speaking areas of the following regions: Mexico, Central America, South America and the Caribbean Basin only. Brazilians shall be listed under Hispanic designation for review and certification purposes.

·

Native American - A person who is an American Indian, Eskimo, Aleut or Native Hawaiian, and regarded as such by the community of which the person claims to be a part. Native Americans must be documented members of a North American tribe, band or otherwise organized group of native people who are indigenous to the continental United States and proof can be provided through a Native American Blood Degree Certificate (i.e., tribal registry letter, tribal roll register number).

MBE Certification is done at the local or regional level.




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Women Owned Businesses (“WBE”)

GCI believes that obtaining WBE certification is an important business development strategy for women business owners for three primary reasons. First, most local and national government purchasing agencies track and/or have programs for doing business with women business owners. Obtaining WBE certification is a way the purchasing agents obtain confidence that a business representing itself as woman-owned is in fact woman-owned. Second, in a similar manner many publicly-held corporations, as well as larger private corporations, also track and have programs for doing business with women-owned vendor companies and they also rely on WBE Certification. Third, most local, state, and federal government purchasing agencies track and have programs for doing business with women-owned companies


In order to become certified as a woman-owned business, the woman-owned business must demonstrate and show:

·

All prospective members must provide clear and documented evidence that at least 51% or more is women-owned, managed, and controlled.

·

The business must be open for at least six months.

·

The business owner must be a U.S. citizen or legal resident alien.

Further, the evidence submitted must indicate that:

·

The contribution of capital and/or expertise by the woman business owner is real and substantial and in proportion to the interest owned.

·

The woman business owner must direct or cause the direction of management, policy, fiscal, and operational matters.

·

The woman business owner shall have the ability to perform in the area of specialty or expertise without reliance on either the finances or resources of a firm that is not owned by a woman.

WBE Certification is done at the local or regional level.


National Minority Suppliers Development Council Certification


Providing a direct link between corporate America and minority-owned businesses is the primary objective of the National Minority Supplier Development Council (“NMSDC”), which we believe to be one of the country's leading business membership organizations. The NMSDC was chartered in 1972 to provide increased procurement and business opportunities for minority businesses of all sizes. An NMSDC certification is the accreditation most widely recognized by corporate America.


The NMSDC has standardized procedures to assure consistent and identical review and certification of minority-owned businesses. These businesses are certified by NMSDC's affiliate nearest to the company's headquarters. The NMSDC is the only national minority business development organization providing certification throughout the U.S.


The NMSDC’s definition of a minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American.  Ownership by minority individuals means the business is at least 51% owned by such individuals or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more such individuals. Further, the management and daily operations are controlled by those minority group members.


For purposes of NMSDC's program, a minority group member is an individual who is a U.S. citizen with at least 1/4 or 25% minimum (documentation to support claim of 25% required from applicant) of the following:




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Asian-Indian:

A U.S. citizen whose origins are from India, Pakistan and Bangladesh.


Asian-Pacific:

A U.S. citizen whose origins are from Japan, China, Indonesia, Malaysia, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Thailand, Samoa, Guam, the U.S. Trust Territories of the Pacific or the Northern Marianas.


Black:

A U.S. citizen having origins in any of the Black racial groups of Africa.


Hispanic:

A U.S. citizen of true-born Hispanic heritage, from any of the Spanish-speaking areas of the following regions: Mexico, Central America, South America and the Caribbean Basin only.  Brazilians shall be listed under Hispanic designation  for review and certification purposes.


Native American:

A person who is an American Indian, Eskimo, Aleut or Native Hawaiian, and regarded as such by the community of which the person claims to be a part. Native Americans must be documented members of a North American tribe, band or otherwise organized group of native people who are indigenous to the continental United States and proof can be provided through a Native American Blood Degree Certificate (i.e., tribal registry letter, tribal roll register number).


A minority business may be certified as a minority "controlled" enterprise if the minority owners own at least 30% of the economic equity of the firm.  This occurs when non-minority institutional investors contribute a majority of the firm’s risk capital (equity).  Under this special circumstance, a business may be certified as a minority "controlled" firm if the following criteria are met:


A.

Minority management/owners control the day-to-day operations of the firm.

B.

Minority management/owners retain a majority (no less than 51%) of the firm’s “voting equity”.

C.

Minority owner/s operationally control the board of directors (i.e., must appoint a majority of the board of directors).


The NMSDC Network includes a national office in New York and 39 regional councils across the country. Currently, there are 3,500 corporate members throughout the network, including most of America's largest publicly-owned, privately-owned and foreign-owned companies, as well as universities, hospitals and other buying institutions. The regional councils certify and match approximately 15,000 minority owned businesses (Asian, Black, Hispanic and Native American) with member corporations which want to purchase goods and services.  Once certified and part of the NMSDC Network, over two-thirds of minority business enterprises (MBEs) confirmed that business increased due to their partnerships with the NMSDC’s corporate members.


National Women Business Owners Corporation Certification


National Women Business Owners Corporation (“NWBOC”) provides a national certification program that verifies the ownership and control of businesses by a woman. This provides buyers the assurance that they are doing business with a woman owned and controlled business. It also guarantees that women are benefiting from the program initiatives designed to increase their representation in private and public contract awards.


NWBOC, a national 501(c)(3) not-for-profit corporation, was established to increase competition for corporate and government contracts through implementation of a pioneering economic development strategy for women business owners.


In order to be certified, the woman business owner must be in business at least six months; have customers/clients; be a U.S. citizen; and, be active in daily management in addition to the following:




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1.

Ownership


A woman or women own(s) one of the following:


·

100% of the assets of a sole proprietorship;

·

at least 51.0% of the equity interests in a partnership;

·

at least 51.0% of each of the classes of voting stock and 51.0% of the aggregate of all stock outstanding determined by the percentage that would be distributed to the woman if the corporation was liquidated; or

·

at least 51.0% of the membership interests in a limited liability company.


2.

Control


A woman or women actively participates in the management of and controls one of the following:


·

100% of the control of a sole proprietorship;

·

at least 51.0% of the control of a general partnership;

·

woman owner is the general partner and, if there is more than one general partner, the managing general partner, of a limited partnership or limited liability partnership; or

·

a woman or women is the sole manager, able to appoint unconditionally the majority of managers of a manager managed LLC or has 51.0% control of a member managed LLC.


NWBOC provides a national certification program for women owned and controlled business as an alternative to the multiple state and local certifications required by many public and private sector agencies. Over 100 private and public agencies now accept NWBOC certification.


Small Disadvantaged Businesses (SDB) or Disadvantaged Business Enterprises (DBE)


In projects where federal funds are utilized, federal law mandates a number of requirements with respect to disadvantaged business enterprises ("DBEs"). In terms of public works and construction projects, federal funds are generally used to some extent for major transportation projects in particular. These requirements, which are under the jurisdiction of the United States Department of Transportation, include setting of DBE utilization goals, design and implementation of a DBE "program", monitoring and reporting.


To qualify as a DBE, the business must be owned and controlled by one or more socially and economically disadvantaged persons as defined by DBE Regulation 49 CFR Parts 23 and 26. The presumption of disadvantage is refutable. Businesses must submit evidence indicating that:


·

a minimum 51% ownership, control, and expertise of the individual(s); and

·

control of the daily management and operations of the individual(s)


The business’ size as measured by average annual gross receipts over the most recent three years must be under the specified dollar amounts. These size standards are set according to the business’ North American Industry Classification System (“NAICS”) code. Depending on the industry, these limits can range from $2.5 million averaged per year to $17.4 million averaged per year. Manufacturers, wholesalers and retailers must meet an employee size standard ranging between 500 to 1500 employees, depending on the NAICS classification, and their average three year gross sales must be less than $17.4 million.


Recently, changes to the DBE regulations require all owner applicants to complete a Statement of Disadvantage and a Personal Financial Statement. All eligible owners must affirm that they are members of a disadvantaged group (for example, an eligible ethnic minority or female). In addition, the personal net worth of each eligible owner applicant must be less than $750,000, excluding the values of the applicant’s ownership interest in the business seeking certification and the owner’s primary residence.


Generally, SDB and DBE certification is done at the local or regional level.



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8(a) Designation and SDB Certification


The SBA administers two particular business assistance programs for small disadvantaged businesses. These programs are the 8(a) Business Development Program (“8(a)”) and the Small Disadvantaged Business Certification Program (“SDB”), discussed above. The 8(a) program offers a broad scope of assistance to socially and economically disadvantaged firms whereas the SDB certification strictly pertains to benefits in federal procurement. If a firm becomes 8(a) certified, they are automatically SDB certified as well. In contrast, if a firm becomes SDB certified, they are not 8(a) certified.


A business enterprise meets the basic requirements for admission to the 8(a) Business Development program if it is a small business which is unconditionally owned and controlled by one or more socially and economically disadvantaged individuals who are of good character and citizens of the United States, and which demonstrates potential for success.  This certification is geared more for socially and economically disadvantaged individuals as defined in the Small Business Act.


Program participation is divided into two stages: the developmental stage and the transitional stage. The developmental stage is four years and the transitional stage is five years. Participants are reviewed annually for compliance with eligibility requirements.


General requirements for 8(a) Certification include the following:


·

must be at least 51% owned and controlled by a socially and economically disadvantaged individual or individuals;

·

African Americans, Hispanic Americans, Asian Pacific Americans, Subcontinent Asian Americans, and Native Americans are presumed to qualify;

·

other individuals can be admitted into the program if they show through a preponderance of the evidence that they are disadvantaged because of race, ethnicity, gender, physical handicap or residence in an environment isolated from the mainstream of American society;

·

individuals must have a net worth of less than $250,000, excluding the equity of the business and primary residence;

·

must meet applicable size standards for small businesses in their industry; and

·

two (2) full years of business operations


The SBA 8(a) program is a nine year program. A firm may only be certified once under the 8(a) program. During the first 4 years of this program, firms are in a developmental stage or growth stage; for the next 5 years, firms are in a transitional stage. The 8(a) program is SBA's effort to promote equal access for socially and economically disadvantaged individuals to participate in the business sector of the nation's economy.


The SBA’s 8(a) Business Development Program delivered its 2005 Annual report to Congress.  The report noted that fiscal year 2005 marked the 37 th year of SBA's 8(a) Business Development Program. During FY 2005, a total of 9,470 businesses participated in the 8(a) Business Development Program.  These firms made significant contributions to the Federal, state and local tax base and contributed an estimated 194,234 jobs in the Nation’s economy.  Between October 1, 2004, and September 30, 2005, a total of 1,477 new firms were certified to participate in the program.


The SBA requires certification of SDBs in order for them to become eligible for special bidding benefits when federal contracts are first put out for bidding. Under the government's reformed affirmative action rules, SDB certified firms are eligible for price evaluation adjustments of up to 10% when bidding on federal contracts in certain industries. The program also provides evaluation credits for prime contractors who achieve SDB subcontracting targets. The program is intended to help federal agencies achieve the government-wide goal of 5% SDB participation in prime contracting.




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The SBA undertakes an extensive effort to provide contracting opportunities for those businesses that become certified under their 8(a) program. The SBA maintains close contact with various federal agencies to keep government personnel informed of the 8(a) program goals and procedures and to request that contract opportunities be reserved for the 8(a) program.  In actuality, there are some federal contracts that are set aside so that only 8(a) certified or SDB certified firms can bid on them. There are other cases, called sole source contracts, where federal contracts are awarded to 8(a) firms without being put out for open bidding.


The Market Opportunity For Certified Companies


Procurement programs are big business for small businesses.  According to the March 2004 press release issued by the SBA, the federal government awarded more than a quarter of its prime contracting dollars to small businesses in fiscal year 2003. The 2003 data indicated that small businesses performed $62.7 billion of business with the federal government as prime contractors. The dollars awarded in these contracts created or retained approximately 469,632 jobs.


By law, federal agencies are required to establish contracting goals, such that a predetermined percentage of all government purchases are intended to go to small businesses. In addition, contract goals are established for women-owned businesses, small disadvantaged businesses, firms located in HUBZones and service disabled veteran-owned businesses. These government-wide goals, which are not always achieved, are 5%, 5%, 3% and 3%, respectively. They are important, however, because federal agencies have a statutory obligation to reach-out and consider small businesses for procurement opportunities.


According to Fortune magazine, minority owned businesses sold over $50 billion in goods and services to Corporate America.  In 2000, 10 of the largest corporations collectively purchased more than $18 billion in products and services from minority and women owned suppliers.


The Company believes that the stringent, lengthy and complex regulations governing the various Federal, State, City and private sector certification programs present significant market opportunities for the Company’s certification and consulting services. Companies competing for small to medium to large government and private sector contracts often seek the assistance of an outside firm of experts that can manage the certification process and maximize the company's prospects of gaining certification approval and winning business from government agencies, private and public organizations.


Companies competing for small to mid to large-size contracts benefit significantly from having the certification process managed by an outside firm. Further, after a company is approved for certification and wins a government or private commercial sector contract, it often requires contract support services including program integration and management consulting services in order to fulfill the contract. Outside firms who have assisted in the preparation of the application for certification are uniquely qualified to provide such contract support services. Both of these areas represent a significant and growing market opportunity for the Company.


While already significant in size, the Company believes that a number of factors are causing the markets for certification management and supplier diversity procurement support services to continue to grow:


1.

Growth in the Minority Population


M inorities currently represent approximately 28% of the total population. Recent population census reports indicate that minority populations will represent a significant share of the US population by 2050. It is estimated that by the year 2010, minority population will represent one-third of the US population. In 2050, minority population is forecasted at about 50% of the total population. With their growing rates of business ownership, ethnic entrepreneurs and consumers will significantly impact the overall economy.




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2.

Growth in Supplier Diversity Programs


The number of companies with supplier diversity programs has jumped in the past 18 months. The number of new national corporate members at the National Minority Supplier Development Corporation (“NSMDC”) has significantly increased in the past year to a current number of 3,500 participating firms. The number of companies committed to these programs is growing as more and more major corporations realize that strategic sourcing has taken a toll on their minority supplier relationships. Some companies have increased their commitment to minority suppliers by creating and maintaining internal company websites where suppliers can register, while others have automated their diversity programs for closer monitoring of diversity contracts, as well as the diversity spending of prime contractors and key suppliers.


Corporate minority business development programs provide a means for corporations to foster economic growth within the minority business community and to bring more minority entrepreneurs into the mainstream of the American free enterprise system. Minority communities realize increased capital investment and employment opportunities where corporations are successfully implementing minority business development programs. In addition, minority communities realize a reduced need for public assistance/social welfare programs, and an increased tax base.


Corporations also benefit from minority business development programs through expansion of their markets, a larger pool of qualified suppliers/contractors, and cost savings and higher quality due to increased competition. Many corporations see a direct correlation between minority business development and corporate economic development efforts in the communities where they do business. And as customer demographics move to a higher and higher percentage of minorities, corporations comfortable with cultural diversity and change and responsive to their customers will be the ones which thrive. Forward-looking corporations see minority business development as a value-added way of doing business, as well as part of being a good corporate citizen.


3.

Corporate Outsourcing


There has also been a trend among large corporations to increase efficiencies in the procurement and performance of government and commercial projects of all sizes. As a result, major companies are outsourcing more services, instead of maintaining and expanding internal groups. Through outsourcing, companies receive the trained expertise needed without incurring the overhead expenses associated with an in-house team.


4.

Government Outsourcing


In response to a reduced federal budget and demands for efficiencies in government operations, many projects that were once performed in house by the U.S. Government are now being outsourced to private industry. The increase in the number of these projects creates a corresponding opportunity to provide certification and SDC support services in connection with such projects.


5.

Diversity Purchasing


Companies are making moves to create a more positive profile as their customers place pressure on corporations for more minority purchasing. According to the NMSDC, diversity purchasing is on the rise, which reported that the total MWBE spent by corporate members for 2003 reached $80 billion, compared to $72.1 billion in 2002. This growth spurt is said to be partially due to the pressure corporations are putting on suppliers to make sure they carve out a portion of their contracts with certified women and minority business enterprises. Further, corporations have begun to take demographic shifts in the U.S. more seriously, noting the fast growth in minority populations and spending power and acknowledging that in a few decades’ minorities will account for 50% of the population.


The Company believes that purchasing from minority businesses is beneficial to the private sector companies in many ways. Some of the benefits include:




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·

increased opportunities to buy locally, regionally, or nationally to ensure a good source of supply;

·

better quality products and services resulting from competition for the company’s business;

·

competitive edge when seeking government procurement opportunities that require firms to make every effort to use minority businesses;

·

more personalized service from companies because they are typically smaller and more eager for business;

·

enhanced product loyalty among minority consumers;

·

enhanced community relations/positive publicity based on the perception of the company as a good corporate citizen; and

·

greater flexibility of small businesses, which allows them to adjust more quickly to business needs.


COMPETITION


Providing professional certification and SDP support services to Minority Businesses is a highly competitive business.  The market for professional certification services to Minority Businesses is intensely competitive, highly fragmented and subject to rapid change. Some of our principal competitors are:


Ø

EZCertify.com, a company founded in 1999, offers SBA, 8(a) BD and SDB certification.


Ø

MBWE.com, which provides nationwide services to minority and women businesses to educate, mentor, and help leverage their capabilities to maximize opportunities and promote sustainability. MWBE.com also assists public agencies and prime contractors find qualified, certified MWBE companies that have the capability to meet or exceed requirements for products and services.


Ø

MWBE Enterprises, Inc., which was established in 1998, assists women-owned businesses and minority-owned businesses in successfully achieving either Women's Business Enterprise certification (WBE), Minority Business Enterprises certification (MBE), Disadvantaged Business Enterprise (DBE) certification, 8a and or SDB designation.


Ø

MinorityCertificaitons.com, a full service small business consulting company specializing in small business certifications and marketing. The company assists companies with various types of certifications at the national, federal, state, city and county level.


GCI’s certification and SDC services also compete with (i) law firms, (ii) independent firms which offer one or more of the services offered by the Company, (iii) smaller firms that have created a specialized niche in the marketplace, (iv) start-up companies entering the market and (v) federal and state government agencies and associations which offer one or more of the services offered by the Company.  Many of the Company’s competitors are larger and have greater financial resources. Many of these companies have a national presence and may have greater personnel, financial, technical and marketing resources.



MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


INTRODUCTION


The following Plan of Operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This prospectus contains certain statements of a forward-looking nature relating to future events or our future financial performance. We caution prospective investors that such statements involve risks and uncertainties and that actual events or results may differ materially. In evaluating such statements, prospective investors should specifically consider the various factors identified in this prospectus, including the matters set forth under the caption “Risk Factors” contained elsewhere in this prospectus, which could cause actual results to differ materially from those indicated by such forward-looking statements. We disclaim any obligation to update information contained in any forward-looking statement.



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OVERVIEW


We are a development stage company with limited experience in the certification and supplier diversity consulting business.  From the date of our inception through March 31, 2007, we realized total revenues from certification services of $2,000 and a net loss of $(4,040), or $(0.00) per share.


We are a Nevada corporation formed on August 30, 2006 and our fiscal year ends on December 31. Since its incorporation the Company has had little revenues from operations and has incurred, and continues to incur, operating losses. The Company has authorized capital stock of 50,000,000 shares of common stock, par value $.001. Our principal executive offices are located at 250 West 57 th Street, Suite 917, New York, NY 10107, and our telephone number is (212) 586-6103. Our website address is www.gcertifications.com .


RESULTS OF OPERATION


For the period from inception (August 30, 2006) to March 31, 2007


The Company is considered a development stage company. For the period from inception (August 30, 2006) to March 31, 2007, we generated revenues of $2,000.


The Company had total general and administrative costs of $6,004 consisting of organizational costs of $752, depreciation expense of $224, costs for outside services of $1,200, office expenses of $2,968, professional fees of $710 and New York franchise tax of $150. General and administrative expenses resulted in a net loss of $4,004.


Cash flows from financing activities consisted of proceeds from the issuance of common stock of $41,555.


CAPITAL RESOURCES AND LIQUIDITY


We had total assets of $40,796 as of March 31, 2007, which consisted solely of cash of $38,125, other receivables of $1,000 and equipment of $1,671 net of accumulated depreciation of $224


We had net working capital of $38,939 as of March 31, 2007.


From December 1, 2006 to March 31, 2007, the Company sold 367,000 shares of its common stock, par value $.001, at a price of $0.10 per share to thirty (30) investors in consideration for $36,700 contributed capital to the Company.


Our financial statements as of December 31, 2006 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm have issued their report dated June 11, 2007 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional capital or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


We will require approximately $35,000 to fund operations for the next 12 months and approximately $50,000 to fund planned expansions during the next 12 months.  We believe that cash on hand will be sufficient to fund our present operating requirements and that, assuming at least $50,000 of proceeds from the Company’s sale of newly issued shares, of which there can be no assurance, the proceeds from our Offering will be sufficient to fund planned expansions.




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The Company does not expect significant revenue or cash flows from operations for the remainder of fiscal year 2007. There can be no assurance that any new capital would be available to the Company or that adequate funds for the Company's planned expanded operations, whether from the Company's revenues, financial markets, or other arrangements, will be available when needed or on terms satisfactory to the Company. Any additional financing may involve dilution to the Company's then-existing shareholders. At this time, no additional financing has been secured or identified. If the Company is unable to obtain debt and/or equity financing upon terms that the Company’s management deems sufficient, or at all, it may have a materially adverse impact upon the Company’s ability to pursue its business strategy. As a result, it may require the Company to delay, curtail or scale back some or its entire plan of operations.


PLAN OF OPERATIONS


GCI derives revenues by certifying Minority Businesses and by providing SDC services to pre-existing certified Minority Businesses. For our certification services, we charge a client a standardized rate for each certification, with percentage discounts for each additional certification a client may request at the time the contract is entered into.  If applicable, additional fees may also apply during the certification process depending upon the status of client records, including but not limited to, article or certificate of incorporation, bylaws, operating agreement, corporate minutes of shareholders and board of directors, financial statements preparation, including balance sheet and profit and loss statement, etc.


For SDC services provided to pre-existing certified Minority Businesses, we charge a consulting fee ranging from 5% - 7% of the total gross contract amount for each contract the certified Minority Business acquires as a result of our efforts. For non-certified clients that we successfully obtain certification for under one or more of the various Certification Programs, our contracts will generally provide for a consulting fee ranging from 4% - 6% of the aggregate contract amount the client acquires over the course of a two year term.


Our strategy is to achieve high levels of customer satisfaction and repeat business and to establish recognition and acceptance of our business.  To accomplish this, during the next twelve months we plan to take the following steps in connection with the implementation of our plan of operations:


THIRD QUARTER 2007 (JULY 2007- SEPTEMBER 2007):


Direct  Targeted Marketing


To generate revenues over the next three months for both our certification and supplier diversity consulting services, we are implementing our direct targeted marketing strategy. This strategy is aimed at owners and senior executives of both non-certified and pre-existing certified Minority Businesses located within New

York and New Jersey.  According to 1997 US Census Bureau data, there were over 1,509,829 and 654,227minority and women owned businesses located within New York and New Jersey, respectively. Further, according to the 1997 US Census Bureau data, New York was amongst the top five cities with the largest number of women-owned companies, consisting of 167,898 firms, with the services industry representing approximately 55% of this amount.


Based upon sales and receipts, employees, and payroll statistics obtained from the 1997 US Census Bureau data, in conjunction with corporate, federal and state procurement opportunities available in New York and New Jersey, the Company is focusing its efforts over the next twelve months primarily with companies within the construction, manufacturing, retail and service industries. In May of 2007, we purchased the 2007 New York and New Jersey Minority Business Directory (“Directory”).  By industry, the Directory contains the business name, location and contact information, contact individual and information indicating the minority class and gender ownership of the company.




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On May 24, 2007, GCI became a member of the National Minority Business Council, Inc. (“Council”) located in New York City. Our membership in the Council is due to expire on May 31, 2008. The Council’s members are comprised of companies that are both non-certified and certified. Within the Council, we plan to market our certification and SDC services. Depending upon our ability to generate revenues from the members of and its relationship with the Council, the Company has identified other such membership organizations with which it may also become a member in the future, including, but not limited to, the National Hispanic Business Group, the Association of Hispanic Entrepreneurs, Hispanic Chamber of Commerce and Asian Women in Business.


Over the next three months of operations we will directly contact approximately two hundred and eighty (280) minority business owners (MBO’s), or an average of approximately ninety three (93) MBO’s in each of the next three months, based upon the following schedule:


 

 

 

 

 

 

 

 

 

Certification Services

 

Supplier Diversity Consulting Services Certified Minority Businesses

Industry

Month 1

Month 2

Month 3

 

Industry

Month 1

Month 2

Month 3

Construction

10

15

25

 

Construction

10

15

25

Service

10

15

25

 

Service

10

15

25

Retail

5

5

10

 

Retail

5

5

10

Manufacturing

5

5

10

 

Manufacturing

5

5

10

 

30

40

70

 

 

30

40

70

 

 

 

 

 

 

 

 

 


Sales Brochure


We have begun to develop sales materials that we believe will not be completed and available for our direct targeting initiative until the end of this three month period. We believe that the costs to create the sales materials, consisting of mostly images and brochure design, will be approximately $2,500.


Search Engine Optimization


The Company plans to engage a professional search engine company to increase traffic to its website through the use of organic optimization, professional copywriting and effective link building efforts to obtain top natural listings. We believe that moving our website URL to the top of the search results for ‘certification’ by manual submission to the top major search engines, such as Yahoo, Google, MSN, Altavista, and AOL, will transform our website into a powerful source of business development in the Company’s niche market and is therefore a primary objective for the Company in the next three months of operations.  We believe that when done correctly, search engine positioning can increase web traffic and ultimately revenues and we have narrowed our search and identified two companies that we believe will be able to provide us with an effective online presence. We plan to engage one of the two companies within

the next 4-6 weeks for a service contract to be provided on either a monthly basis or for a renewable one year term. Based upon the pricing structure of both companies, we believe that search engine optimization efforts will cost the Company approximately $400 per month, or, $4,800, over the next twelve months of operations.




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Table of Contents

Conferences & Seminars


To generate market awareness, build prospective sales channels and to gain access and develop relationships with qualified minority companies, management has attended and will continue to attend seminars and conferences. On March 28, 2007, the Company attended the “M/WBE Certification Prep Course” offered by the New York City Department of Small Business Services (“NYC SBS”). On April 3, 2007, the Company attended NYC SBS’s “How to Sell to Government.” On May 15, 2007, the Company attended a networking event held by the Minority Business Directory and was able to schedule meetings for July with two prospective clients seeking certification services.  On May 17, 2007, we attended the Asian Women in Business Annual Conference at The Bank of New York located in New York City.


On August 14, 2007, we will be attending the Manhattan Networking Group Conference organized by the Manhattan Chamber of Commerce, a recurring event held on the second Tuesday of every month. On August 16, 2007, we will be attending a networking opportunity entitled “Toot Your Own Horn” sponsored by Time Warner Cable, Jet Blue Airways, Micro Office and American Express, a recurring event held on the third Thursday of each month. On Friday, September14, 2007, the Company will attend NYC SBS’s “How to Respond to an RFP” and on September 19, 2007 through September 21, 2007, Management plans to attend the National Minority Supplier Development Council’s conference to be held at Foxwood Resort Casino.


Press Releases


To aid in crafting its image and brand, and to generate market awareness for our services, GCI will engage an independent contractor to write press releases discussing the benefits of its service offerings. GCI management understands the importance of a comprehensive marketing program to maximize its ability to market and sell the services it offers and, although no contact has been initiated by GCI, GCI has identified a company to disseminate the press releases. The Company plans to engage this company for the following: (1) Trade Industry Specific distribution; (2) Hispanic, Black Media & Asian American Newsline distribution, and (3) New York Metro distribution services. In addition to the fees for the independent contractor’s services, the Company estimates a cost of $1,500 on a semi-annual basis to implement this initiative.


Certification Manual


For Minority Businesses opting to go through the certification process internally, the Company is currently in the process of developing a Certification Manual (“Manual”) that contains all of the official instructions and guidelines for women and minority owned business certification, including instructions and guidelines for each state’s processing centers.


The Manual will contain every states certification application, including the names, addresses and current contact information for every certifying agency available in the United States. The Manual will describe in detail every major application thereby allowing the applicant to determine the applicable certifications it qualifies for, appropriate certifications based on industry specific qualifiers, and identify the certifications that will provide the largest market share for the prospective applicants business.


The Manual will be structured by state and will contain a straight-forward business guide on the entire process of minority and women owned business certification and will contain the following applications: WBE, MBE, DBE, 8a and SDB. The Manual will be professionally edited and written to be easily understood.  Once completed, the Manual will be available for purchase on the Company’s website. At this time, we estimate that the Manual will be completed in first quarter of 2008 and cost approximately $2,000 to produce.




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FOURTH QUARTER 2007 (OCTOBER 2007- DECEMBER 2007):


We intend to implement our sales and marketing efforts discussed above by utilizing our now complete sales materials in our direct target marketing efforts and management's attendance at various industry conferences. We also intend to develop and leverage relationships with law firms and accounting firms to gain access to their clients that are women and minority owned for the purpose of gaining these companies as our clients. We believe this strategy will be an important part of our early growth.


Direct  Targeted Marketing:


Over the next three months we will directly contact approximately four hundred and twenty (420) MBO’s, or one hundred (140) in each of the three months, based upon the following schedule:


 

 

 

 

 

 

 

 

 

Certification Services

 

Supplier Diversity Consulting Services Certified Minority Businesses

Industry

Month 4

Month 5

Month 6

 

Industry

Month 4

Month 5

Month 6

Construction

25

25

25

 

Construction

25

25

25

Service

25

25

25

 

Service

25

25

25

Retail

10

10

10

 

Retail

10

10

10

Manufacturing

10

10

10

 

Manufacturing

10

10

10

 

70

70

70

 

 

70

70

70

 

 

 

 

 

 

 

 

 


Conferences & Seminars


On October 16, 2007, we plan to attend the “2007 Asian Women in Business Leadership Awards Dinner, Twelfth Anniversary Gala where top Asian women executives will be featured and honored. On November 29, 2007, management will attend the US Small Business Administration Business Development Program Seminar in New York City on 8(a) and SDB pre certification.


Public Offering


During this period, assuming our prospectus has been declared effective, we plan to raise additional capital though the sale of additional equity. GCI is offering a maximum of 500,000 shares of our common stock for sale at $.20 per share on a best-efforts basis. If fully subscribed, net proceeds from the sale of these shares will be equal to approximately $100,000 for all 500,000 shares. There is no minimum amount of shares we must sell. The Offering will continue until all 500,000 shares of common stock are sold, the expiration of  90 days from the date of this prospectus, which period may be extended for up to an additional 90 days in our discretion, or until we elect to terminate the Offering, whichever event occurs first. If all 500,000 shares are not sold within this period, the Offering for the balance of the shares will terminate and no further shares will be sold.


FIRST QUARTER 2008 (JANUARY 2008- MARCH 2008):


Direct  Targeted Marketing:


Over the next three months of operations we will directly contact approximately six hundred (600) MBO’s, or two hundred (200) in each of the three months, based upon the following schedule:



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Certification Services

 

Supplier Diversity Consulting Services Certified Minority Businesses

Industry

Month 10

Month 11

Month 12

 

Industry

Month 10

Month 11

Month 12

Construction

40

40

40

 

Construction

40

40

40

Service

40

40

40

 

Service

40

40

40

Retail

10

10

10

 

Retail

10

10

10

Manufacturing

10

10

10

 

Manufacturing

10

10

10

 

100

100

100

 

 

100

100

100

 

 

 

 

 

 

 

 

 


The Company plans to have completed the Manual and it will begin to offer the Manual for sale to those companies opting out of our service offerings and planning to go through the certification process themselves.


SECOND QUARTER 2008 (APRIL 2008- JUNE 2008):


Advertising


We believe that building awareness of our certification service offerings will be critical in creating our customer base and plan to market and advertise to enhance our brand recognition with Minority Businesses.   We also plan to advertise through traditional and non- traditional media such as local newspapers and industry-specific publications, as well as over the Internet.


Specifically, GCI’s primary marketing efforts in months 9-12 will center on paid advertisements in magazines and trade journals. The Company plans to run marketing advertisements in business, women and minority oriented magazines and journals including, but not limited to, Minority Business Entrepreneur, Hispanic Business Magazine, Black Enterprise and Asia Enterprise. See “Use of Proceeds” beginning on page 16 for an estimated allocation of Offering proceeds to Marketing and Advertising costs.


Direct  Targeted Marketing:


Over the next three months of operations we will directly contact approximately six hundred (600) MBO’s, or two hundred (200) in each of the three months, based upon the following schedule:


 

 

 

 

 

 

 

 

 

Certification Services

 

Supplier Diversity Consulting Services Certified Minority Businesses

Industry

Month 10

Month 11

Month 12

 

Industry

Month 10

Month 11

Month 12

Construction

40

40

40

 

Construction

40

40

40

Service

40

40

40

 

Service

40

40

40

Retail

10

10

10

 

Retail

10

10

10

Manufacturing

10

10

10

 

Manufacturing

10

10

10

 

100

100

100

 

 

100

100

100

 

 

 

 

 

 

 

 

 





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OFF-BALANCE SHEET ARRANGEMENTS


We do not have any off balance sheet arrangements that have or are  reasonably  likely  to  have  a  current  or future effect on our financial  condition,  changes  in  financial  condition,  revenues or expenses, results  of  operations,  liquidity,  capital expenditures, or capital resources that  is  material  to  investors.


RECENT ACCOUNTING PRONOUNCEMENTS


In June 2003, the Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002. Commencing with our annual report for the year ended December 31, 2008, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement:


·

of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting.

·

of management’s assessment of the effectiveness of our internal control over financial reporting as of year end;

·

of  the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and

·

that our independent accounting firm has issued an attestation report on management’s assessment of our internal control over financial reporting, which report is also required to be filed.


CRITICAL ACCOUNTING POLICIES


The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.


An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.


Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements.  Note 1 to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.


RECENT DEVELOPMENTS


On January 1, 2007, the Company executed its first contract for certification services with Padua Lugo, Ltd (“Padua”), a 100% Hispanic-owned business. The material terms of the contract provide that GCI would be paid $2,000 for certification services, which it received on January 2, 2007, and provides for $250 a month for supplier diversity consulting services and 2%-5% of gross contract amounts that GCI is directly responsible for securing on behalf of Padua once it is successfully certified.


On May 15, 2007, Mr. Williams attended a networking event held by the Minority Business Directory and was able to schedule meetings in July with two prospective clients seeking certification and SDC services.




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DESCRIPTION OF PROPERTY


Our executive offices are located at 250 West 57 th Street, Suite 917, New York, NY 10107. On May 1, 2007 we entered into a one-year renewable sublease for this space for $811.75 per month commencing as of May 1, 2007. The sublease agreement also provides that we are responsible for fifty percent (50%) of the monthly general office building expenses which we are sharing with the sublessor. The sublease expires on April 30, 2008 and is renewable for an additional year until April 30, 2009. The Company believes that this space will be sufficient for its needs for the period ending April 30, 2008 or until such time as Company growth necessitates the need to find larger office space.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On September 29, 2006, the Company issued 4,387,500 shares of the Company’s common stock, par value $.001, to Kwajo Sarfoh, President and CEO, in consideration for cash and equipment valued at $4,387.50 to the Company.


On December 22, 2006 the Company issued Lawrence A. Williams, Jr., 1,200,000 shares of the Company's common stock, par value $.001, in consideration for services performed valued at $1,200 capital contributed to the Company.


At December 31, 2006 the Company had a receivable representing an unsecured non-interest bearing advance to a shareholder totaling $835. The advance was repaid by the shareholder in the first week of the subsequent fiscal year.


As at June 22, 2007, the two directors and officers own more than 10% each of the Company, and together this group controls 67% of the common stock of the Company.


The Company utilizes the services of Securitas Edgar Filings, Inc., which is controlled by Mr. Sarfoh, for the preparation and filing of certain documents with the U.S. Securities and Exchange Commission.  The fees paid for such services are consistent with fees charged by competitive companies offering comparable services.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Our common stock currently is not quoted on any market and should be considered totally illiquid, which inhibits investors’ ability to resell their shares. No market may ever develop for our common stock or, if developed, may not be sustained in the future. Once we meet the qualifications, if ever, we intend to apply for quotation of our common stock on the OTCBB. We plan to contract with a broker-dealer to file a Form 15c2-11 with NASD Regulation, Inc., in order to have our shares listed on the OTCBB. No assurance can be given that a broker-dealer will contract with us or, if one does so, that NASD Regulation will approve our Form 15c2-11 and permit the common stock to be listed for trading on the  OTCBB. If our common stock is not quoted on the OTCBB, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the shares. The over-the-counter market differs from national and regional stock exchanges in that:


·

it operates through communication of bids, offers and confirmations among broker-dealers, not in a single location; and

·

one or more broker-dealers in lieu of the "specialist" common stock exchanges offer the securities admitted for quotation.


OTCBB Considerations


The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCBB.  The Commission's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.




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Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can de-list issuers for not meeting those standards, the OTCBB has no listing standards.  Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files.  The NASD cannot deny an application by a market maker to quote the stock of a company.  The only requirement for inclusion on the OTCBB is that the issuer be current in its reporting requirements with the SEC.


Investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTCBB rather than on NASDAQ.  Investors' orders may be filled at a price much different than expected when an order is placed.  Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.


Investors must contact a broker-dealer to trade securities listed on the OTCBB.  Investors do not have direct access to the OTCBB service.  Securities listed on the OTCBB only have to have one market maker.


OTCBB transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when investors place market orders (an order to buy or sell a specific number of shares at the current market price) it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.


Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.


Penny Stock Regulation


Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. 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 these 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 Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from these rules, 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 generally require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer 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. As our shares immediately following this offering will likely be subject to these penny stock rules, investors in this offering will in all likelihood find it more difficult to sell their shares. We have no public market for our stock and there is no assurance one will develop.


HOLDERS OF OUR COMMON STOCK


As of the date of this prospectus, Gateway Certifications, Inc. has 33 registered shareholders.




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RULE 144 SHARES


At present, the 5,587,500 shares of our common stock, beneficially owned by Messrs. Williams and Sarfoh, are not available for resale to the public pursuant to Rule 144 of the Securities Act of 1933. In general, under Rule 144, as currently in effect, a person who has beneficially owned shares of a company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:


(1)

One percent of the number of shares of GCI’s common stock then outstanding which, in the case of GCI, will equal approximately 83,170 shares as of the date of this prospectus; or


(2)

The average weekly trading volume of GCI’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to availability of current public information about GCI. As of the date of this prospectus there are no shares owned that would qualify under Rule 144. In the future, Messrs. Messrs. Williams and Sarfoh intend to offer their shares for resale to the public pursuant to Rule 144 of the Securities Act of 1933.


Under  Rule  144(k), a person who is not one of our company’s affiliates at  any  time  during the three months preceding a  sale,  and  who  has beneficially  owned  the shares proposed to be sold  for  at  least  two years, is entitled to sell shares without complying with the manner  of sale, public information, volume limitation or notice provisions of Rule 144.



EXECUTIVE COMPENSATION


The following table sets forth the compensation (including cash bonuses) paid or accrued by us to our Chief Executive Officer and our two most highly compensated officers other than the Chief Executive Officer from inception (August 30, 2006) to March 31, 2007.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qualified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

Stock

 

Options

 

Incentive Plan

 

Compensation

 

All Other

 

 

 

 

 

 

Salary

 

Bonus

 

Awards

 

Awards

 

Compensation

 

Earnings

 

Compensation

 

Total

Name & Principal Position

 

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

Lawrence Williams, Jr.

2006

 

-

 

-

 

-

 

-

 

-

 

-

 

1,200

 

1,200

CEO, President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-





42



Table of Contents

Outstanding Equity Awards at Fiscal Year-End Table.


The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers from inception (August 30, 2006) to March 31, 2007.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Awards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

Market

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Incentive

 

or Payout

 

 

 

 

 

 

Incentive

 

 

 

 

 

 

 

 

 

Plan Awards:

 

Value of

 

 

 

 

 

 

Plan Awards:

 

 

 

 

 

 

 

 

 

Number of

 

Unearned

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

Unearned

 

Shares,

 

 

Number of

 

Number of

 

Securities

 

 

 

 

 

Number of

 

Market Value

 

Shares,

 

Units or

 

 

Securities

 

Securities

 

Underlying

 

 

 

 

 

Shares or

 

of Shares or

 

Units or

 

Other

 

 

Underlying

 

Underlying

 

Unexercised

 

 

 

 

 

Units of

 

Units of

 

Other Rights

 

Rights

 

 

Unexercised

 

Unexercised

 

Unearned

 

Option

 

Option

 

Stock That

 

Stock That

 

That Have

 

That Have

 

 

Options

 

Options

 

Options(#)

 

Exercise

 

Expiration

 

Have Not

 

Have Not

 

Not

 

Not

Name

 

(#) Exercisable

 

(#) Unexercisable

 

($)

 

Price($)

 

Date

 

Vested (#)

 

Vested (#)

 

Vested (#)

 

Vested ($)

 

 

 

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-



Director Compensation


The following table sets forth with respect to the named directors, compensation information inclusive of equity awards and payments made from inception (August 30, 2006) to March 31, 2007.


 

 

 

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

Nonqualified

 

 

 

 

 

 

Fees Earned

 

 

 

 

 

Incentive Plan

 

Deferred

 

All Other

 

 

 

 

or Paid in

 

Stock

 

Option

 

Compensation

 

Compensation

 

Compensation

 

 

Name (a)

 

Cash ($) (b)

 

Awards ($) (c)

 

Awards ($) (d)

 

($) (e)

 

Earnings (f)

 

($) (g)

 

Total ($) (h)

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




43



Table of Contents

Employment Agreements


On December 22, 2006, the Company and Lawrence Williams, Jr., our CEO, President, Chief Financial Officer, Principal Financial and Accounting Officer and a Director entered into an employment agreement that currently extends until December 22, 2008. The employment contract provides for an initial term of employment of two years, which is automatically extended for an additional one year term unless either party notifies the other of its intention not to renew for an additional year at least 30 days prior to the expiration of the then current term. As compensation, Mr. Williams will be paid thirty percent (30%) of the gross revenues he derives on behalf of the Company. In addition, the employment agreement contains a non-disclosure and a non-compete clause for a period of 12 months from the date of his departure or termination from the Company.


EXPERTS


Our financial statements from inception (August 30, 2006) through December 31, 2006 appearing in this prospectus have been audited by D'Arcangelo & Co., LLP, an independent registered public accountants, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.


LEGAL MATTERS


Certain legal matters with respect to the issuance of the securities offered hereby were passed upon by Robert Diener, Esq., our independent legal counsel.


AVAILABLE INFORMATION


We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Gateway Certifications, Inc., filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.


We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street N.E. Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street N.E. Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.






44



Table of Contents

INDEX TO FINANCIAL STATEMENTS


GATEWAY CERTIFICATAIONS, INC.


FINANCIAL STATEMENTS


CONTENTS


 

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

AUDITED FINANCIAL STATEMENTS: INCEPTION (AUGUST 30, 2006)

TO  DECEMBER 31, 2006

 

Balance Sheet

F-2

Statements of Operations

F-3

Statements of Stockholders' Equity

F-4

Statements of Cash Flows

F-5

Notes to Financial Statements

F-6 - F-8

 

 

INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED

MARCH 31, 2007

 

 

 

Balance Sheet

F-9

Statements of Operations

F-10

Statements of Stockholders' Equity

F-11

Statements of Cash Flows

F-12

Notes to Financial Statements

F-14




45



Table of Contents

D'Arcangelo & Co., LLP

510 Haight Ave.

Poughkeepsie, NY 12603



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors

Gateway Certifications, Inc.


We have audited the accompanying balance sheet of Gateway Certifications, Inc. (a development stage company) as of December 31, 2006 and the related statements of operations, stockholders’ equity and cash flows for the period from August 30, 2006 (inception) to December 31, 2006.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designating audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway Certifications, Inc. as of December 31, 2006, and the results of its operations and its cash flows for the period from August 30, 2006 (inception) to December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has not generated any operating revenue in 2006 and will depend on its success in obtaining equity financing in an amount sufficient to support its operations for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern.   These financial statements do not include any adjustments that might result from this uncertainty.









June 11, 2007

Poughkeepsie, New York








F-1



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

BALANCE SHEET

December 31, 2006

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 Cash

 

 $    3,390

 

 

 Other receivable

 

          835

 

 

Total current assets

 

 

 

 $    4,225

 

 

 

 

 

Equipment, net of accumulated depreciation of $128

 

 

 

       1,767

 

 

 

 

 

Total assets

 

 

 

 $    5,992

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

Unearned revenue

 

 $    2,000

 

 

Income taxes payable

 

          150

 

 

Total current liabilities

 

 

 

 $    2,150

 

 

 

 

 

Stockholders' equity

 

 

 

 

Common stock $.001 par value, 50,000,000 shares

 

 

 

 

authorized, 7,950,000 shares issued and outstanding

 

       7,950

 

 

Deficit accumulated during the development stage

 

     (4,108)

 

 

Total stockholders' equity

 

 

 

       3,842

 

 

 

 

 

Total liabilities and stockholders' equity

 

 

 

 $    5,992




The accompanying notes are an integral part of these financial statements.



F-2



Table of Contents


GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

For the period from inception (August 30, 2006) to December 31, 2006


Revenue

 

 

 

 $              -

 

 

 

 

 

General and administrative expenses

 

 

 

 

Organization costs

 

 $      752

 

 

Depreciation expense

 

         128

 

 

Outside services

 

      1,200

 

 

Office expense

 

      1,168

 

 

Professional fees

 

         710

 

 

Franchise tax

 

         150

 

 

Total general and administrative expenses

 

 

 

          4,108

 

 

 

 

 

Net loss

 

 

 

 $     (4,108)

 

 

 

 

 

 

 

 

 

 

Net loss per common shares outstanding

 

 

 

 $    (0.0007)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

Basic and diluted

 

 

 

   6,193,736















The accompanying notes are an integral part of these financial statements.



F-3



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the period from inception (August 30, 2006) to December 31, 2006

      





 

 

 

 

 

 

Deficit Accumulated

 

 

 

Common Stock

 

During the

 

 

 

Shares

 

Amount

 

Development Stage

Total

Capital stock issued for cash,

 

 

 

 

 

 

 

 

 

services and asset contributions

 

  7,950,000

 

 $  7,950

 

 

$              -

 

 $  7,950

 

 

 

 

 

 

 

 

 

 

Net loss

 

 -

 

             -

 

 

(4,108)

 

    (4,108)

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

 

  7,950,000

 

 $  7,950

 

 

$    (4,108)

 

 $  3,842






























The accompanying notes are an integral part of these financial statements.





F-4



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

For the period from inception (August 30, 2006) to December 31, 2006


Cash flows from operating activities

 

 

 

 

 

Net loss

 

 

 

 $   (4,108)

 

Adjustments to reconcile net loss to net

 

 

 

 

 

cash used in operating activities

 

 

 

 

 

Depreciation

 

 $       128

 

 

 

Outside services in exchange for common stock

 

       1,200

 

 

 

Increase in:

 

 

 

 

 

Other receivable

 

        (835)

 

 

 

Unearned income

 

       2,000

 

 

 

Income taxes payable

 

          150

 

       2,643

 

Net cash used in operating activities

 

 

 

     (1,465)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock

 

 

 

       4,855

 

 

 

 

 

 

 

Net increase in cash

 

 

 

       3,390

 

 

 

 

 

 

 

Cash , beginning of period

 

 

 

              -

 

 

 

 

 

 

 

Cash , end of period

 

 

 

 $    3,390

 

 

 

 

 

 

 

Supplemental disclosures of non-cash investment activities

 

 

 

 

During the period ending December 31, 2006, equipment with a value of $1,895 was contributed to the Company in exchange for common

stock.  This contribution and related issuance of common stock has been excluded from the statement of cash flows presented.












The accompanying notes are an integral part of these financial statements.



F-5



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006



1.

Business Description and Summary of Significant Accounting Policies


Nature of business

Gateway Certifications, Inc. (the “Company”) is a development stage company that was incorporated in Nevada on August 30, 2006.  The Company provides certification services to women and minority-owned businesses that seek Minority Business Enterprise certification (MBE) and Women’s Business Enterprise certification (WBE).  Once successfully certified in one or more certification programs, the Company then assists women and minority-owned businesses to secure business opportunities with federal, state and local government agencies and private-sector Supplier Diversity Programs.


Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from those estimates.  Estimates are used in the determination of depreciation and income taxes.


Revenue recognition

The Company’s revenues are derived from consulting and certification services.  Revenues are recognized once realizable and earned.  Revenues from services and related cost of services will be recognized when a letter of intent is executed, a non-refundable deposit is made, and the services requested have commenced.


Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers cash at banks and all short-term securities purchased with an original maturity of three months or less to be cash and cash equivalents.


Equipment

Equipment is recorded at cost and depreciation is accumulated using the straight-line method over the estimated useful lives of the assets.  Routine repairs and maintenance costs are charged to operations as incurred.  Depreciation expense for the year ended December 31, 2006 was $128.


Income taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards, No. 109, “Accounting for Income Taxes”, which requires the use of the “liability method” of accounting for income taxes.  Accordingly, deferred tax assets and liabilities are determined based upon the differences between the financial statement and tax bases of assets and liabilities, using enacted rates in effect for the year in which the differences are expected to reverse.  Current income taxes are based upon the year’s taxable income for federal and state income tax reporting purposes.



F-6



Table of Contents



1.

Business Description and Summary of Significant Accounting Policies, continued


Net loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average of common shares outstanding during the period.  Diluted per share amounts assume the conversion, exercise, or issuance of all potential common stock instruments unless the effect is anti-dilutive, thereby reducing the loss or increasing the income per common share.


Recent accounting pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flows.


2.

Going Concern


Since inception, the Company has been considered a development stage company and has not generated any operating revenue.  There is substantial doubt that the Company will generate sufficient revenues during 2006 to meet its operating cash requirements.  Accordingly, the Company’s ability to continue operations through 2006 depends on its success in obtaining equity financing in an amount sufficient to support its operations.  This raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.  In the first quarter of 2007, the Company raised additional capital with an Offering Memorandum disclosed in Note 8.


3.

Income Taxes


At December 31, 2006, the Company has a net operating loss of ($4,108), which expires in 2026.  This net operating loss provides a future tax benefit of approximately $1,438 computed at the statutory rate.  This future tax benefit has a valuation allowance of $1,438.


4.

Contingencies


From time to time, the Company may be involved in litigation relating to claims arising out of its ordinary course of business.  Management believes that there are no claims or actions pending or threatened against the Company that the ultimate disposition of which would have a material impact on the Company’s financial position, results of operations or cash flows.


5.

Related Party Transactions


Through April 30, 2007, the Company utilized office space on a rent free basis from Sarfoh & Associates, LLP.  A Director of the Company is a partner in Sarfoh & Associates, LLP.  As of May 1, 2007, the Company commenced a one-year renewable sublease at a rate of $812 per month with the additional responsibility for fifty-percent of the monthly general office building expenses.  The sub-lease expires on April 30, 2008 and is renewable for an additional year through April 30, 2009.  Future minimum lease payments are $6,496 and $3,248 for the years ending December 31, 2007 and 2008, respectively.


The other receivable was an unsecured, non-interest bearing advance to a shareholder totaling $835 at December 31, 2006.  The advance was repaid by the shareholder in the first week of the subsequent fiscal year.


Equity transactions with related parties are disclosed in Note 6.




F-7



Table of Contents

6.

Equity Transactions


Related party

On September 29, 2006, the Company issued 4,387,500 shares of the Company’s common stock, par value $.001, to Kwajo Sarfoh, President and CEO in consideration for cash and equipment valued at $4,387 contributed capital to the Company.  On September 30, 2006, the Company issued 130,980 shares of the Company’s common stock, par value $.001, to Michael Belton, Secretary and CFO in consideration for $131 contributed capital to the Company.


On October 27, 2006, the Company issued 2,231,520 shares of the Company’s common stock, par value $.001 to Michael Belton, Secretary and CFO in consideration for $2,232 contributed capital to the Company.


On December 22, 2006, the Company reassigned Kwajo Sarfoh as Director and elected Lawrence Williams, Jr. as President and CEO.  This move was executed in tandem with the Company issuing 1,200,000 shares of the Company’s common stock, par value $.001, to Lawrence Williams, Jr., newly elected President and CEO in consideration for services performed valued at $1,200 contributed capital to the Company.


7.

Compensation Arrangements


The Company has entered into an employment agreement with Lawrence Williams, Jr. to serve as both Chief Executive Officer and President.  The agreement is in effect from December 22, 2006 and shall continue for a term of twenty-four months and shall be renewed annually thereafter unless terminated by the Company or Mr. Williams.  As indicated in Note 6, Mr. Williams received 1,200,000 shares of the Company’s common stock in consideration for services performed valued at $1,200 contributed capital to the Company.  Mr. Williams shall also be paid a base compensation of thirty percent of revenues derived by the Company.  The Base Compensation shall be reviewed each year and may be increased in the sole discretion of the Company’s Board of Director’s, and the employee is also eligible to receive a bonus per the discretion of the Company’s Board of Directors.


8.

Subsequent Event


On December 1, 2006, Gateway Certifications, Inc. commenced an Offering Memorandum of 1,000,000 shares of common stock, $.001 par value per share, at $.10 per share.  The offering was made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Security Act of 1933, as amended.  The offering closed on March 31, 2007 and resulted in subscription agreements totaling agreements to purchase 367,000 shares of common stock, par value $.001, to thirty investors in consideration of $36,700 contributed capital to the Company.


A sub-lease agreement which commenced May 1, 2007 with a related party is disclosed in Note 5.


On May 14, 2007, Gateway Certifications, Inc. appointed Pacific Stock Transfer Company to be the transfer agent of the securities of the Company.


On June 8, 2007, Gateway Certifications, Inc. accepted the resignation of Michael Belton as Chief Financial Officer, Principal Accounting Officer, and as a Director of the Company.  Mr. Belton’s resignation was necessitated because of a conflict of interest which arose in May, 2007. Upon acceptance of Mr. Belton’s resignation from these positions, the Company then elected Lawrence Williams, Jr. to serve as the Company’s Chief Financial Officer and Principal Accounting Officer.





F-8



Table of Contents


GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

March 31, 2007 and December 31, 2006


 

 

March 31,

 

 

 

 

 

2007

 

December 31,

 

 

 

(Unaudited)

 

2 0 0 6

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

 Cash

 

 $         38,125

 

 $             3,390

 

 Other receivable

 

              1,000

 

                   835

 

Total current assets

 

            39,125

 

                4,225

 

 

 

 

 

 

 

Equipment, net of accumulated depreciation

 

 

 

 

 

   of $224 and $128, respectively

 

              1,671

 

                1,767

 

 

 

 

 

 

 

Total assets

 

 $         40,796

 

 $             5,992

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Unearned revenue

 

 $                    -

 

 $             2,000

 

Income taxes payable

 

                  186

 

                   150

 

Total current liabilities

 

                  186

 

                2,150

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

Common stock $.001 par value, 50,000,000 shares

 

 

 

 

 

authorized, 8,317,000 and 7,950,000 shares issued

 

 

 

 

 

and outstanding, respectively

 

              8,317

 

                7,950

 

Additional paid in capital

 

            36,333

 

                         -

 

Deficit accumulated during the development stage

 

            (4,040)

 

              (4,108)

 

Total stockholders' equity

 

            40,610

 

                3,842

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

 $         40,796

 

 $             5,992

 




See accompanying notes.


F-9



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended March 31, 2007 and for the period from

  August 30, 2006 (inception) to March 31, 2007



 

 

Three Months

 

Cumulative From

 

 

Ended

 

Inception to

 

 

March 31, 2007

 

March 31, 2007

 

 

 

 

 

Revenue

 

 $              2,000

 

 $                 2,000

 

 

 

 

 

General and administrative expenses

 

 

 

 

Organization costs

 

                        -

 

                      752

Depreciation expense

 

                     96

 

                      224

Outside services

 

                        -

 

                    1,200

Office expense

 

                 1,800

 

                    2,968

Professional fees

 

                        -

 

                      710

Franchise tax

 

                        -

 

                      150

Total general and administrative expenses

 

                 1,896

 

                    6,004

 

 

 

 

 

Net income/(loss) before income taxes/benefit

 

                    104

 

                  (4,004)

Federal income tax

 

                     36

 

                        36

 

 

 

 

 

Net income/(loss)

 

 $                   68

 

 $               (4,040)

 

 

 

 

 

Net loss per common shares outstanding

 

$0.00

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

Basic and diluted

 

          7,954,124

 

 




See accompanying notes.


F-10



Table of Contents

GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

Three months ended March 31, 2007 and for the period from

  August 30, 2006 (inception) to March 31, 2007


 

 

 

 

 

 

Additional

 

Deficit Accumulated

 

 

 

Common Stock

 

Paid in

 

During the

 

 

 

Shares

 

Amount

 

Capital

 

Development Stage

Total

From inception (August 30, 2006)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock issued for cash,

 

 

 

 

 

 

 

 

 

 

 

services and asset contributions

 

  7,950,000

 

 $  7,950

 

 $             -

 

 

 $              -

 

 $   7,950

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

               -

 

             -

 

                -

 

 

       (4,108)

 

     (4,108)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

 

  7,950,000

 

 $  7,950

 

 $             -

 

 

 $    (4,108)

 

 $   3,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock issued for cash

 

     367,000

 

 $     367

 

 $  36,333

 

 

 $              -

 

 $ 36,700

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

                  -

 

             -

 

                -

 

 

               68

 

            68

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2007

 

  8,317,000

 

 $  8,317

 

 $  36,333

 

 

 $    (4,040)

 

 $ 40,610















See accompanying notes.



F-11



Table of Contents


GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Three months ended March 31, 2007 and for the period from

  August 30, 2006 (inception) to March 31, 2007


 

 

 

 

Cumulative

 

 

 

 

from Inception

 

 

March 31,

 

to March 31,

 

 

2 0 0 7

 

2 0 0 7

Cash flows from operating activities

 

 

 

 

Net loss

 

 $         68

 

 $              (4,040)

Adjustments to reconcile net loss to net

 

 

 

 

cash used in operating activities

 

 

 

 

Depreciation

 

           96

 

                     224

Outside services in exchange for common stock

 

              -

 

                  1,200

Increase in other receivable

 

        (165)

 

                (1,000)

Increase/(decrease) in:

 

 

 

 

Unearned revenue

 

     (2,000)

 

                         -

Income taxes payable

 

           36

 

                     186

Net cash used in operating activities

 

     (1,965)

 

                (3,430)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Proceeds from issuance of common stock

 

     36,700

 

                41,555

 

 

 

 

 

Net increase in cash

 

     34,735

 

                38,125

 

 

 

 

 

Cash , beginning of period

 

       3,390

 

                         -

 

 

 

 

 

Cash , end of period

 

 $  38,125

 

 $             38,125

 

 

 

 

 

 

 

 

 

 



F-12



Table of Contents




Supplemental disclosures of non-cash investment activities

 

 

 

During the period ending December 31, 2006, equipment with a value of $1,895 was contributed to the

Company in exchange for common stock.  This contribution and related issuance of common stock has

been excluded from the statement of cash flows presented.

 

 

 

 

 

 

 

 

 

 

 

 

 












































See accompanying notes.


F-13



Table of Contents



GATEWAY CERTIFICATIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2007


1.

Basis of Presentation


The accompanying unaudited interim financial statements of Gateway Certifications, Inc. and the information for Form SB-2 have been prepared in accordance with the rules of the Securities and Exchange Commission, and do not include all of the information and note disclosures required by generally accepted accounting principles, and should be read in conjunction with the audited financial statements and notes thereto also contained in Gateway Certifications, Inc. Form SB-2.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financials statements as reported in Form SB-2 have been omitted.



2.

Common Stock


During the three months ending March 31, 2007, Gateway Certifications, Inc. sold 367,000 shares of its common stock to several investors at $0.10 per share for total cash proceeds of $36,700.








F-14



Table of Contents

PART II


INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.


The Company's bylaws provide that our officers and directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.


The effect of this provision in our Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to its directors, officers and controlling persons pursuant to the foregoing provisions or otherwise, the Company 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.


ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.


We will pay all costs and expenses in connection with this offering, including but not limited to all expenses related to the costs of preparing, reproducing or printing this prospectus, legal expenses, and other expenses incurred in qualifying or registering the offering for sale under state laws as may be necessary, as well as the fees and expenses of our attorneys and accountants. It is anticipated that the total of all costs and expenses in connection with this offering will be approximately $8,980.32. This includes:


Accounting fees and expenses*

$            5,000.00

Legal fees and expenses*

              2,500.00

Edgar Filing expenses*

              1,000.00

Transfer agent expenses

                 475.00

SEC registration fee

                     5.32

TOTAL

$            8,980.32

* Estimated.




48



Table of Contents

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.


Following is a summary of unregistered securities issued from inception (August 30, 2006) through March 2007.


On September 29, 2006, the Company issued 4,387,500 shares of the Company’s common stock to Kwajo Sarfoh for $4,387.50, or $.001 per share.


On September 30, 2006, the Company issued 130,980 shares of the Company’s common stock to Michael Belton for $130.98, or $.001. On October 27, 2006 the Company issued 2,231,520 shares of the Company's common stock to Mr. Belton for $2,231.52, or $.001 per share.


On December 22, 2006, the Company issued Lawrence A. Williams, Jr. 1,200,000 shares of the Company's common stock at $.001, for services performed valued at $1,200 contributed capital to the Company.


We claim an exemption from registration afforded by Section 4(2) of the Securities Act since the foregoing issuances did not involve a public offering, our founders took the shares for investment and not resale and we took appropriate measures to restrict transfer of the shares by having a legend placed on each stock certificate evidencing the shares stating that the shares have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the shares including a statement that the shares are held by our affiliate.  No underwriters or agents were involved in the foregoing issuances and we did not pay any underwriting discounts or commissions.


From December 1, 2006 to March 31, 2007, the Company sold 367,000 shares of its common stock, par value $.001, at a price of $0.10 per share to thirty (30) investors in consideration for $36,700 contributed capital to the Company.  We claim an exemption from registration afforded by Rule 506 of Regulation D and section 4(2) of the Securities Act of 1933, as amended.  In particular, our Company confirmed that with respect to the exemption claimed under Rule 506 D and section 4(2) of the Securities Act of 1933, that:


i.

Each purchaser referred to gave written assurance of investment intent without a view for resale and certificates for shares sold to each purchaser bear a legend consistent with such investment intent and restricting transfer:


ii.

Sales were made to a limited number of persons. No general solicitation to the public was made in connection with such sales;


iii.

Each purchaser represented in writing that they had sufficient sophistication to evaluate the investment and could afford to lose their entire investment without adversely affecting their lifestyle;


iv.

Neither our company nor any person acting on our behalf offered or sold shares by means of any form of general solicitation or general advertising;


v.

The purchasers represented in writing that they acquired the shares for their own accounts.


vi.

Shareholders have been placed on notice that their securities will need to be sold in compliance with Rule 144 of the Act, and may not be transferred otherwise.




49



Table of Contents

ITEM 27.  EXHIBITS


Exhibit No.

Description of Exhibit

 

 

3.1

Articles of Incorporation

3.2

By-Laws

4.1

Form of Share Certificate

5.1

Opinion of Counsel

10.1

Private Placement Memorandum

10.2

Subscription Agreement

10.3

Registration Rights Agreement

10.4

Employment Agreement dated December 22, 2006 between Gateway Certifications, Inc. and Lawrence Williams, Jr.

10.5

Certification Services Contact dated January 1, 2007 between Gateway Certifications and Padua Lugo, Ltd.

10.6

Gateway Certification, Inc. Sublease Agreement dated June 1, 2007

10.7

Website Development Contract dated November 1, 2006 between Gateway Certifications and InfoSoft Consultants

14.1

Code of Ethics

23.1

Consent of D’Arcangelo & Co. LLP

23.2

Consent of Robert L. Diener, Esq. (included with Exhibit 5.1)



ITEM 28.  UNDERTAKINGS.


The Company is registering securities under Rule 415 of the Securities Act and hereby undertakes:


The Company hereby undertakes to:


1)

File, during any period in which it offers or sells securities, a post-effective amendment to this prospectus to:


(i)

Include any prospectus required by Sections 10(a)(3) of the Securities Act;


(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the prospectus.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective prospectus; and


(iii)

Include any additional or changed material information on the plan of distribution.


2)

For determining liability under the Securities Act, treat each post-effective amendment as a new prospectus of the securities offered, and the offering of securities at that time to be the initial bona fide offering.


3)

File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.



50



Table of Contents


4)

For determining liability of the undersigned small business issuer under the Securities Act to any purchase in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this prospectus, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i)

any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii)

any fee writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)

any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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 such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


Each prospectus filed pursuant to Rule 424(b) as part of a prospectus relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.





51



Table of Contents

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 this prospectus to be signed on our behalf by the undersigned, in the City of New York in the State of New York on June 28, 2007.


Gateway Certifications, Inc.


By:  /s/ Lawrence Williams, Jr.

__________________________________

Name:  Lawrence Williams, Jr.

Title:    Chief Executive Officer, President, Chief

Financial Officer, Principal Accounting Officer, Director



In accordance with the requirements of the Securities Act of 1933, this prospectus was signed by the following persons in the capacities and on the dates stated:


Signature

Title

Date

 

 

 

By: /s/ Lawrence Williams, Jr.

Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, Director

June 28 , 2007

By: /s/ Kwajo Sarfoh

Secretary, Director

June 28, 2007



52


Exhibit 3.1

Articles of Incorporation


DEAN  HELLER

SECRETARY  OF  STATE

206  NORTH  CARSON  STREET

CARSON  CITY,  NEVADA  89701-4299

(775)  684-5708

WEBSITE:  SECRETARYOFSTATE.BIZ


ARTICLES   OF  INCORPORATION

(PURSUANT  TO  NRS  78)


ABOVE SPACE IS FOR OFFICE USE ONLY


1.  Name of

    Corporation:             Gateway Certifications, Inc.


2.  Resident Agent           Acorn Corporate Services, Inc.

    Name and Street         Name

    Address:                225 McLeod Dr., Suite 110, Las Vegas, Nevada 89121

   (must be a

  

    Nevada address

  

  ________________________________________________________

    where process

  

  Optional Mailing Address, City, State, Zip Code

    may be served)


3.  Shares:                 Number of Shares                                          

    (number of shares

  With par value:    

     corporation

  50,000,000    Par Value:.001 Without par value:  0

     authorized

     to issue)                                 


4.  Names &                  Kwajo Sarfoh

    Addresses               Name

    Of Board of

    Directors/Trustees      250 West 57 th Street, Suite 917, New York, NY 10107



  ___________________________________________________       

                            Street Address              City, State, Zip Code


5.  Purpose:                The purpose of this corporation shall be:

    (optional-see

     instructions)          Women and Minority Business Certification Services


6.  Names, Address           Kwajo Sarfoh

                   /s/ Kwajo Sarfoh

    And Signature of        Name                             Signature

    Incorporator.

    (attach additional      250 West 57 th Street, Suite 917, New York, NY 10107

    Page there is more      ______________________________________________________       

    than 1 incorporator)    Street Address              City, State, Zip Code


7.  Certificate of          I hereby accept appointment as Resident Agent for          

    Acceptance of

  the above named corporation.

    Appointment of

    Resident Agent:          /s/ Dorothy Burlow VP                   8/30/06    

                            Authorized Signature of R.A.

 Date

   on Behalf of R. A.





This form must be accompanied by appropriate fees.

Nevada Secretary of State Form 78 Articles.2003

Revised on: 10/04/05





BYLAWS

OF

GATEWAY CERTIFICATIONS, INC.

a Nevada corporation


ARTICLE 1.

DEFINITIONS

1.1

Definitions .  Unless the context clearly requires otherwise, in these Bylaws:

(a)

" Board " means the board of directors of the Company.

(b)

" Bylaws " means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.

(c)

" Articles of Incorporation " means the Articles of Incorporation of Gateway Certifications, Inc., as filed with the Secretary of State of the State of Nevada on August 30, 2007, and includes all amendments thereto and restatements thereof subsequently filed.

(d)

" Company " means Gateway Certifications, Inc., a Nevada corporation.

(e)

" Section " refers to sections of these Bylaws.

(f)

" Stockholder " means stockholders of record of the Company.

1.2

Offices .  The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.

ARTICLE 2.

OFFICES

2.1

Principal Office .  The Company may locate its principal office within or without the state of incorporation as the Board may determine.

2.2

Registered Office .  The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company.  The Board may change the address of the registered office from time to time.

2.3

Other Offices .  The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.








ARTICLE 3.

MEETINGS OF STOCKHOLDERS

3.1

Annual Meetings .  The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution.

3.2

Special Meetings .  The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes.  Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting.

3.3

Place of Meetings .  The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.

3.4

Notice of Meetings .  Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting.  The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless.  If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company.  An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.

Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting.  Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.








3.5

Stockholder Notice .  Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent.

To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed.  Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business.  The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.

3.6

Waiver of Notice .  Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice.  Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board.

3.7

Adjournment of Meeting .  When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting.  If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.








3.8

Quorum .  Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders.  In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.

If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.

3.9

Organization .  Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting.  In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.

3.10

Conduct of Business .  The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order.

3.11

List of Stockholders .  At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.








The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting.  The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.

A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12

Fixing of Record Date .  For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders 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 or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders.  However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action.

If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend.

3.13

Voting of Shares .  Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting.  The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation.  Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock.  Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock.  In that event, only the pledgee, or his proxy, may represent such stock and vote thereon.








A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation require otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters.

Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

The Stockholders may vote by voice vote on all matters.  Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot.  In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting.

3.14

Inspectors .  At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors.  Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability.  The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.  The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company.  An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest.

3.15

Proxies .  A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law.








A proxy is not valid after the expiration of 6 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may not exceed 7 years) or limits its use to a particular meeting.  Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.

3.16

Action by Consent .  Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, 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 and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.








ARTICLE 4.

BOARD OF DIRECTORS

4.1

General Powers .  The Board shall manage the property, business and affairs of the Company.

4.2

Number .  The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time.

4.3

Election of Directors and Term of Office .  The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies).  Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.4

Resignations . Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company.  Any resignation shall take effect upon receipt or at the time specified in the notice.  Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.

4.5

Removal . Stockholders holding 2/3 of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.

4.6

Vacancies . Any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders.  Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.7

Chairman of the Board .  At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors.  The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct.  The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.

4.8

Compensation . The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.








ARTICLE 5.

MEETINGS OF DIRECTORS

5.1

Regular Meetings .  The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution.  If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day.  The Board need not give notice of regular meetings.

5.2

Place of Meetings .  The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.

5.3

Meetings by Telecommunications .  The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other.  Such participation shall constitute presence in person at such meeting.

5.4

Special Meetings .  The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board.  The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting.

5.5

Notice of Special Meetings . The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting.  If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director.  A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting.  A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting.

5.6

Waiver by Presence .  Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting.








5.7

Quorum .  A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board.  In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice.  No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors’ meeting.

5.8

Conduct of Business .  The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present.  The directors shall act as a Board, and the individual directors shall have no power as such.

5.9

Action by Consent .  The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee.

ARTICLE 6.

COMMITTEES

6.1

Committees of the Board .  The Board may designate, by a vote of a majority of the directors then in office, committees of the Board.  The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.

6.2

Selection of Committee Members .  The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee.  By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee.  In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.








6.3

Conduct of Business .  Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise.  Each committee shall make adequate provision for notice of all meetings to members.  A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members.  In that event, one member shall constitute a quorum.  A majority vote of the members present shall determine all matters.  A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee.

6.4

Authority .  Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it.  However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company.  Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

6.5

Minutes . Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.

ARTICLE 7.

OFFICERS

7.1

Officers of the Company .  The officers of the Company shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time.  The same person may hold at the same time any two or more offices.

7.2

Election and Term . The Board shall elect the officers of the Company.  Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.








7.3

Compensation of Officers .  The Board shall fix the compensation of all officers of the Company.  No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.

7.4

Removal of Officers and Agents .  The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.

7.5

Resignation of Officers and Agents .  Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified.  Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.

7.6

Bond .  The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.

7.7

President .  The President shall be the chief executive officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company.  When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute.  However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute.  In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time.

7.8

Vice Presidents .  In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President.  When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency.  A Vice President shall perform such other duties as the President or the Board may assign to him from time to time.








7.9

Secretary .  The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time.

7.10

Assistant Secretaries .  In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary.  When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary.  An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.

7.11

Treasurer . The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time.

7.12

Assistant Treasurers .  In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer.  When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer.  An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time.

7.13

Delegation of Authority . Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.








7.14

Action with Respect to Securities of Other Corporations .  Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities.  Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.

7.15

Vacancies .  The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.

ARTICLE 8.

CONTRACTS, LOANS, DRAFTS,

DEPOSITS AND ACCOUNTS

8.1

Contracts .  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company.  The Board may make such authorization general or special.

8.2

Loans .  Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.

8.3

Drafts .  The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company.

8.4

Deposits .  The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select.  For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.








8.5

General and Special Bank Accounts .  The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE 9.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1

Certificates for Shares .  Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns.  The Board shall determine the form of the certificates for the shares of stock of the Company.  The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them.  The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company.  Any or all certificates may contain facsimile signatures.  In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue.  The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation.  The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer.  Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate.








9.2

Transfer of Shares .  A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company.  Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares.  Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request.

9.3

Lost Certificates .  The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact.  When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.

9.4

Regulations .  The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation.  The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

9.5

Holder of Record .  The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate.  However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares.

9.6

Treasury Shares .  Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled.  Treasury shares shall not carry voting or dividend rights.








ARTICLE 10.

INDEMNIFICATION

10.1

Definitions .  In this Article:

(a)

" Indemnitee " means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.  

(b)

" Official Capacity " means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.  

(c)

" Proceeding " means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.








10.2

Indemnification .  The Company shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.  Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Company.  The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2.  An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.  Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.  The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.








10.3

Successful Defense .  Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

10.4

Determinations .  Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding.  Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel.  In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.








10.5

Advancement of Expenses .  Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article.  Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment.  Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

10.6

Employee Benefit Plans .  For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.  Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.








10.7

Other Indemnification and Insurance .  The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise.

10.8

Notice .  Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

10.9

Construction .  The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, the Nevada Revised Statutes, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.








10.10

Continuing Offer, Reliance, etc.  The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees.  The Company, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company.

10.11

Effect of Amendment .  No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


ARTICLE 11.

TAKEOVER OFFERS

In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates.








ARTICLE 12.

NOTICES

12.1

General . Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice.  A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company.  Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.

12.2

Waiver of Notice . Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.

ARTICLE 13.

MISCELLANEOUS

13.1

Facsimile Signatures .  In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.

13.2

Corporate Seal .  The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge.  The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.

13.3

Fiscal Year .  The Board shall have the authority to fix and change the fiscal year of the Company.








ARTICLE 14.

AMENDMENTS

14.1

Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting.


The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 30 th day of September 2006.


Executed as of this 30 th day of September 2006.



/s/ Michael Belton

_______________________________________

Michael Belton, Secretary







SHARE CERTIFICATE


Exhibit 4

[Share Certificate]


 Number

Shares


  XXX

  XXX


INCORCORPORATED IN THE STATE OF NEVADA 2006


Gateway Certifications, Inc.


50,000,000 AUTHORIZED SHARES OF COMMON STOCK AT $.001 PAR VALUE

THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER ANY STATE OR FEDERAL SECURITIES LAWS AND IS BEING SOLD PURSUANT TO APPLICABLE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION. THE TRANSFER OF THIS SECURITY IS RESTRICTED. SEE THE ARTICLES OF INCORPORATION, BYLAWS OR SHAREHOLDER AGREEMENT FOR DETAILS.



This Certifies that ____________________________________is

the registered holder of ___________________________Shares


of Gateway Certifications, Inc.


transferable only on the books of the Corporation by the holder

hereof in person or by Attorney upon surrender of this Certificate

properly endorsed.


In Witness Whereof, the said Corporation has caused this

Certificate to be signed by its duly authorized officers and its

Corporate Seal to be hereunto affixed this          day of

                     A.D. 20    .


 

                              

__________________

____________________

    Secretary

President


(corporate seal)




ROBERT L. B. DIENER

Attorney at Law


122 Ocean Park Blvd.  Suite 307

Santa Monica, CA 90405

 (310) 396-1691  Fax: (310) 396-8608

r.diener@gte.net



June 27, 2007


United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549.


Re:

Gateway Certifications, Inc. (hereinafter “Gateway ")

         

Registration Statement on Form SB-2

         

Relating to Shares of Gateway’s Common Stock


Gentlemen:


I have been requested by Gateway to furnish you with my opinion as to the matters hereinafter set forth in connection with the above captioned registration statement (the "Registration Statement") covering all of the shares which will be offered by the Company and the Selling Shareholder(s); the number of shares being as indicated on the calculation chart to the cover page of Gateway’s above-mentioned SB-2 Registration Statement is 867,000.


In connection with this opinion, I have examined the registration statement, the Certificate of Incorporation and By-Laws of Gateway, each as amended to date, copies of the records of corporate proceedings of Gateway, and copies of such other agreements, instruments and documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.


Based upon and subject to the foregoing, I am of the opinion that the shares referred to above when sold in the manner described in the Registration Statement, will be legally issued, fully paid and non-assessable.


This opinion relies solely upon Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and all reported judicial decisions interpreting those laws.


I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption "Legal Matters" in the prospectus included in the Registration Statement.


Very truly yours,


/s/ Robert L. B. Diener

_____________________________  

Robert L. B. Diener




 


CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM


GATEWAY CERTIFICATIONS, INC.

[EXHIBIT101PPM002.GIF]


A Nevada Corporation


$100,000


This offering is being made by Gateway Certifications, Inc., a Nevada corporation.  We are offering for sale 1,000,000 shares of our common stock, $.001 par value per share, at $.10 per share.  The offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “ SEC ” or the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ” or the “ 1933 Act ”).  There is currently no public market for our common stock.


We expect the offering to commence on the date of this memorandum set forth below.  The offering will terminate upon the earlier of (i) the sale of 1,000,000 shares of our common stock or (ii) January 31, 2007, unless terminated earlier, or extended for an additional sixty (60) days, in our sole discretion.  The shares will be offered on a “best efforts,” no minimum basis.  There is no firm commitment by any person to purchase or sell the shares of common stock offered herein.  The minimum investment is 10,000 shares, or $1,000.00, although we may, in our sole discretion, accept subscriptions for a lesser amount.  We reserve the right to reject orders for the purchase of shares in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection.  The proceeds from the sale will be payable to us in cash.  Upon receipt and acceptance of a subscription, the proceeds will be immediately deposited in a bank account of ours to be used as specified herein.


THE SECURITIES OFFERED HEREIN INVOLVE A HIGH DEGREE OF RISK.  SEE “RISK FACTORS”.


 

Sales Proceeds

Sales Commissions (1)

Proceeds to the Company (2)

Per share of common stock

$.10

$0.00

$.10

Total offering

$100,000

$0.00

$100,000


(1)

The shares of common stock are being offered by members of our management team on a “best efforts,” no minimum basis.  No commissions or similar compensation will be paid to the members of our management team or to broker-dealers in connection with the sale of our common stock in this offering.

(2)

Before deducting certain expenses incurred in connection with the offering, including but not limited to, legal fees, accounting fees, printing costs and state and federal filing fees, if any.  We estimate that these expenses will not exceed $5,000.




i






NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC” OR “COMMISSION”) NOR ANY STATE SECURITIES ADMINISTRATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREIN NOR HAS THE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE SECURITIES OFFERED HEREIN.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SUCH LAWS.  SUCH EXEMPTIONS IMPOSE SUBSTANTIAL RESTRICTIONS ON THE SUBSEQUENT TRANSFER OF SECURITIES SUCH THAT AN INVESTOR HEREIN MAY NOT SUBSEQUENTLY RESELL THE SECURITIES OFFERED HEREIN UNLESS THE SECURITIES ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.  SEE “RISK FACTORS,” “SUITABILITY STANDARDS” AND “PLACEMENT OF THE OFFERING.”


THE DATE OF THIS OFFERING MEMORANDUM IS DECEMBER 1, 2006.




















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ii







CONDITIONS AND DISCLAIMERS


THE FOLLOWING STATEMENTS CONTAIN CONDITIONS IMPOSED UPON THE OFFERING OF SECURITIES HEREIN AND DISCLAIMERS REGARDING INFORMATION CONTAINED ELSEWHERE IN THIS MEMORANDUM, WHICH CONDITIONS AND DISCLAIMERS APPLY GENERALLY TO ALL REPRESENTATIONS AND STATEMENTS MADE IN THIS MEMORANDUM OR OTHERWISE.  PROSPECTIVE SUBSCRIBERS ARE URGED TO REVIEW THE FOLLOWING CONDITIONS AND DISCLAIMERS CLOSELY AND TO DIRECT ANY QUESTIONS REGARDING THE SAME TO US OR TO HIS OR HER PERSONAL ADVISOR.  ALL STATEMENTS, REPRESENTATIONS OR OTHER INFORMATION CONTAINED IN THIS MEMORANDUM OR OTHERWISE PROVIDED TO PROSPECTIVE SUBSCRIBERS ARE QUALIFIED IN THEIR ENTIRETY BY THE FOLLOWING CONDITIONS AND DISCLAIMERS.


THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, IN RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SAID ACT, NOR HAVE THESE SECURITIES BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION SPECIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND REGULATIONS.


A SUBSCRIBER MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN THE SECURITIES OFFERED HEREIN.  BECAUSE THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, THE SHARES ISSUABLE HEREUNDER MAY NOT BE RESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FEDERAL AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  SEE “RISK FACTORS.”

 

THIS OFFERING IS DIRECTED TO ACCREDITED INVESTORS AND UP TO 35 NON-ACCREDITED INVESTORS.  SEE “SUBSCRIBER SUITABILITY STANDARDS.”


DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN A DESIGNATED OFFEREE OR INDIVIDUALS RETAINED BY THE OFFEREE TO ADVISE HIM OR HER WITH RESPECT TO THIS OFFERING IS UNAUTHORIZED AND MAY CONSTITUTE A VIOLATION OF FEDERAL AND STATE SECURITIES LAWS.  ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY DISCLOSURE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.


EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF ITS DATE OF ISSUE.  NEITHER THE DELIVERY HEREOF, NOR ANY SALE MADE HEREUNDER, SHALL CREATE AN IMPLICATION THAT OUR AFFAIRS HAVE CONTINUED WITHOUT CHANGE SINCE SUCH DATE.  


THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREIN IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL OR UNAUTHORIZED.


EXCEPT AS SET FORTH ABOVE, NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OTHER THAN THOSE WHICH MAY BE CONTAINED HEREIN.  IF MADE, SUCH INFORMATION MUST NOT BE RELIED UPON .



ii






NO STATEMENT CONTAINED HEREIN SHALL BE DEEMED TO MODIFY, SUPPLEMENT, OR CONSTRUE IN ANY WAY THE PROVISIONS OF ANY DOCUMENTS ATTACHED HERETO AS EXHIBITS OR LISTED HEREIN OR ANY OF THE LANGUAGE CONTAINED THEREIN.  ANY STATEMENT MADE HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS QUALIFIED BY REFERENCE TO THE TEXT OF SUCH DOCUMENT.


PROSPECTIVE SUBSCRIBERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS, OR TAX ADVICE.  EACH PROSPECTIVE SUBSCRIBER SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISER, OR TAX ADVISER CONCERNING LEGAL, BUSINESS, TAX, AND RELATED MATTERS RELATING TO THIS INVESTMENT.


THE SECURITIES ARE OFFERED SOLELY BY THIS MEMORANDUM AND ARE SUBJECT TO PRIOR SALE.  WE RESERVE THE RIGHT, IN OUR DISCRETION, TO WITHDRAW OR MODIFY THIS OFFERING WITHOUT PRIOR NOTICE OR TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY PROSPECTIVE SUBSCRIBER A LESSER NUMBER OF SHARES THAN SOUGHT TO BE PURCHASED BY SUCH SUBSCRIBER.



SUBSCRIPTION PROCEDURES


In order to subscribe for the shares of our common stock, each prospective investor is required to complete, execute and deliver the following documents:


1.

One copy of the investor Subscription Agreement (attached hereto as Exhibit A ) and Registration Rights Agreement (attached hereto as Exhibit B ); and

2.

A personal check, cashier’s check or money order made payable to Gateway Certifications, Inc.


CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


This memorandum may be deemed to contain “forward-looking” statements.  We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and we are including this statement for the express purpose of availing ourselves of the protections of such safe harbor with respect to all of such forward-looking statements.  Examples of forward-looking statements include, but are not limited to (i) projections of revenues, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, capital structure and other financial items, (ii) statements of plans and objectives of ours or our management or Board of Directors, including the introduction of new products or services, or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities, (iii) statements of future economic performance and (iv) statements of assumptions underlying other statements and statements about us or our business.


Our ability to predict projected results or to predict the effect of any legislation or other pending events on our operating results is inherently uncertain.  Therefore, we wish to caution each reader of the memorandum to carefully consider specific factors, including competition for products, services and technology; the uncertainty of developing or obtaining rights to new products, services or technologies that will be accepted by the market; the effects of government regulations and other factors discussed herein because such factors in some cases have affected; and in the future (together with other factors) could affect, our ability to achieve our projected results and may cause actual results to differ materially from those expressed herein.




iii







SPECIAL STATE LEGENDS



 FOR FLORIDA RESIDENTS ONLY


THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE OFFICE OF FINANCIAL RELATION OR THE STATE OF FLORIDA; NOR HAS THE OFFICE OF FINANCIAL REGULATION OR THE STATE OF FLORIDA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING.


FOR ILLINOIS RESIDENTS ONLY


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


FOR KENTUCKY RESIDENTS ONLY


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE KENTUCKY REVISED STATUTE CHAPTER 292 SECURITIES ACT OF KENTUCKY SECURITIES ACT AND THE EXECUTIVE DIRECTOR OF THE OFFICE OF FINANCIAL INSTITUTIONS HAS NOT REVIEWED THE OFFERING OR OFFERING MEMORANDUM NOR PASSED ON OR ENDORSED THE MERITS OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.


FOR NEW JERSEY RESIDENTS ONLY


THE PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE NEW JERSEY BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE.  NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY NOR THE BUREAU OF SECURITIES HAS PASSED ON OR ENDORSED THE MERITS OF THE MEMORANDUM (OR THE PRIVATE OFFERING CONTAINED HEREIN). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


FOR NEW YORK RESIDENTS ONLY


THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE.  THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


FOR WASHINGTON RESIDENTS ONLY


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE WASHINGTON SECURITIES ACT AND THE ADMINISTRATOR OF SECURITIES OF THE STATE OF WASHINGTON HAS NOT REVIEWED THE OFFERING OR OFFERING MEMORANDUM. THESE SECURITIES MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.








iv


































[This space intentionally left blank]




v








TABLE OF CONTENTS

MEMORANDUM SUMMARY

1

SUITABILITY STANDARDS

3

RISK FACTORS

6

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

14

USE OF PROCEEDS

14

DIVIDEND POLICY

15

DILUTION

15

BUSINESS

15

PROPERTY

28

LEGAL PROCEEDINGS

28

MANAGEMENT

28

EXECUTIVE COMPENSATION

29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

29

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

29

DESCRIPTION OF CAPITAL STOCK

30

SHARES ELIGIBLE FOR FUTURE SALE

30

PLACEMENT OF THE OFFERING

31

LEGAL MATTERS

31

EXPERTS

31

ADDITIONAL INFORMATION

31



Exhibits


A

Subscription Documents

B

Registration Rights Agreement

C

Unaudited Financial Statements of Gateway Certifications, Inc. for the period of August 30, 2006 (inception) through September 30, 2006.





vi




MEMORANDUM SUMMARY


This summary highlights information contained elsewhere in this memorandum but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire memorandum carefully, including the “Risk Factors” section and our historical financial statements and the notes thereto attached as part of this memorandum.


For purposes of this memorandum, unless otherwise indicted or the context otherwise requires, all references herein to “Gateway, Inc.,” “Gateway,” the “Company,” “we,” “us,” and “our” refer to Gateway Certifications, Inc., a Nevada corporation.


The Company


Socially and economically disadvantaged individuals represent a significant percentage of the U.S. population, and, yet, account for a disproportionately small percentage of total U.S. business revenues.


In company with federal agencies and private organizations, Gateway Certifications, Inc. recognizes the historical lack of access that women, minorities and other disadvantaged individuals have had to the resources needed to develop their small businesses. By law, federal agencies are required to establish contracting goals, such that a predetermined percentage of all government purchases are intended to go to small businesses. In addition, contract goals are established for small women-owned and minority-owned businesses; these government-wide goals, which are not always achieved, are 5% and 5%, respectively. They are important, however, because federal agencies have a statutory obligation to consider small businesses for procurement opportunities, particularly small businesses certified as either women or minority-owned.


The Company provides certification services to women-owned and minority-owned businesses that seek Minority Business Enterprises certification (MBE), Women’s Business Enterprise certification (WBE), Disadvantaged Business Enterprise (DBE) certification, 8a and or SDB designation and various State, City and private sector certifications (collectively referred to as “Certifications”). Once successfully certified, the Company then assists upscale women, minority, handicapped and other qualified disadvantaged small businesses (collectively referred to as “Disadvantaged Businesses Owners”) to secure business opportunities with federal and local government agencies and private-sector Supplier Diversity Programs (“SDP’s”).


Although federal, state, city and local government agencies and private organizations do not and can not guarantee any specific amount of business for each firm, once certified, Disadvantaged Businesses Owners achieve preferential access to bid for federal and private contracts that are related to their respective business concerns.


Through our certification and SDP support services, our overall business objective is to provide the know-how and guidance to assist Disadvantaged Businesses Owners compete in the American economy through government and corporate development in the business sector and to become independently competitive in the marketplace.


Gateway plans to generate revenues by providing services to Disadvantaged Businesses Owners seeking one or more of the following:


1.

Minority Business Enterprises certification (MBE)

2.

Women’s Business Enterprise certification (WBE)

3.

Disadvantaged Business Enterprise certification (DBE)

4.

National Minority Suppliers Development Council certification

5.

National Women Business Owners Corporation certification

6.

State & City certifications / local and regional

7.

SBA 8(A) certification

8.

SBA SDB certification



1





The Company believes that each of the various certification programs and processes are complex and fraught with the likelihood of application rejection for merely technical reasons.  In fact, it is estimated that over 70% of all certification applications are rejected, generally because of mistakes and inconsistencies. We believe that this fact and the inherent complexity of the certification process tends to intimidate rather than attract otherwise qualified Disadvantaged Businesses Owners to one or more of these certification programs.


To avoid enduring the appeals process, which can take 1-2 years and involve attorneys, or, in some instances involve a mandatory one-year wait for re-application, the Company’s certification services and procedures avoid many common mistakes and alerts applicants to any inconsistencies in their documentation. Gateway assists Disadvantaged Businesses Owners compile, phrase and present information in the form and manner required by certifying agencies, associations, councils and private organizations in order to successfully obtain certification.

 

Gateway believes that Disadvantaged Businesses Owners competing for small to medium to large government and private sector contracts require the assistance of an outside firm that can manage the certification process and maximize the company's prospects of obtaining certification and business from government agencies and private organizations. The Company believes that the stringent, lengthy and complex regulations governing certification programs present significant market opportunities for our certification and SDP support services.


Corporate Information


Gateway Certifications, Inc. was incorporated under the laws of the State of Nevada on August 30, 2006 as a new corporation with no predecessor corporation.  Although our Company has only been in existence for a few months, our management team has over 10 years of business experience.


Neither we, nor our president, have been in bankruptcy, receivership or any similar proceeding, and we have not had any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.


Our principal executive offices are located at 250 West 57th Street, Suite 917, New York, NY 10107. The telephone number at our principal executive offices is (800) 933-9664. Our website address is www.gcertifications.com .  Information on our web site is not part of this memorandum.



2






The Offering


Securities Offered:

1,000,000 shares of common stock at $.10 per share

 

 

Common Stock Outstanding:

 

Prior to the offering

6,750,000 shares

After the offering

7,750,000 shares

(Assuming the sale of all shares offered)

 

 

 

Use of Proceeds:

The net proceeds of the offering, estimated at $95,000 (after deducting an estimated $5,000 in offering expenses) are expected to be used for working capital. See the section entitled “Use of Proceeds.”

 

 

Risk Factors:

Purchase of the shares of common stock offered hereby involves substantial risks, including but not limited to, risks associated with the need for additional financing, a lack of profitability, our dependence upon key personnel and external competition, among others.  See “Risk Factors.”

 

 

No Market:

There is no market for our common stock and there can be no assurance that a market will develop.



SUITABILITY STANDARDS


An investment in our common stock is suitable only for persons who have sufficient financial means to afford a total loss of their investment (see “Risk Factors”) and who also have no need for liquidity with respect to their investment.  Additionally, we will impose certain standards which prospective investors must meet in order to invest.  These standards have been imposed to enable us to comply with our obligations under applicable federal and state securities laws.  It should be noted that these suitability standards are minimum requirements for prospective investors and satisfaction of these requirements does not necessarily mean that the shares of our common stock are a suitable investment for a prospective investor.


The Company must reasonably believe that each such investor has sufficient financial means to afford a total loss of his investment and either alone or with his purchaser representative, has such knowledge and experience in financial and business matters that he is capable of adequately evaluating the merits and risks of the investment. Further, each investor must acquire the Shares for his own account and not for the account of others, for investment purposes only and not with a view to, or for, resale distribution or fractionalization thereof.


The Shares may be sold to an unlimited number of so called “accredited investors” as defined in Rule 230.501 under Regulation D.


The shares may be sold to no more than 35 non-accredited investors.


Prospective subscribers should be aware that some states impose more restrictive suitability requirements for investments than are imposed above. In the event a subscriber is a resident of a state which imposes more restrictive suitability standards than those described, the subscriber will be required to satisfy the more restrictive standards or requirements.




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For purposes hereof, an “accredited investor,” as defined under the Securities Act shall mean any person who comes within any of the following categories, or who we reasonably believe comes within any of the following categories, at the time of the sale of shares of our common stock to that person:


(i)

any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a State or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;


(ii)

any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


(iii)

any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


(iv)

any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer;


(v)

any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000;


(vi)

any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;


(vii)

any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and


(viii)

any entity in which all of the equity owners are accredited investors.


Each investor must acquire the shares of our common stock for his own account and not for the account of others, for investment purposes only and not with a view to, or for resale, distribution or fractionalization thereof.


Prior to our acceptance of any subscription, each prospective investor must represent, by completing and signing the Subscription Agreement attached hereto as Exhibit A and having his representative(s), if any, complete a Purchaser Representative Questionnaire that:



4






(i)

he understands that the shares of our common stock represent a speculative, high risk investment, and that he must bear the economic risk of that investment for an indefinite period of time because the shares have not been registered under the Act or applicable state blue sky or securities laws and that he therefore cannot sell his shares unless they are subsequently so registered or an exemption from registration is available, and that any transfer will require our approval;


(ii)

he understands that the shares of our common stock will bear a restrictive legend prohibiting transfers thereof except in compliance with the provisions of the Subscription Agreement and applicable securities laws and will not be transferred of record except in compliance therewith;


(iii)

he is acquiring the shares of our common stock for investment solely for his own account and without any intention of reselling or distributing them;


(iv)

if the prospective investor is not a natural person, it was not organized or reorganized for the specific purpose of acquiring the shares of our common stock;


(v)

we have, during the course of the offering and prior to the sale of the shares of our common stock, accorded him and his representatives, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information, to the extent we or our agent possess such information or could have acquired it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in this memorandum;


(vi)

he, alone or in conjunction with his purchaser representative, if any, has substantial knowledge and experience in business and financial matters, and is an experienced and sophisticated investor fully capable of evaluating the risks and merits of the proposed investment in the shares of our common stock;


(vii)

considering his business and financial circumstances (including, but not limited to, health problems, unusual family responsibilities and requirements for current income) and all other factors, the prospective investor is able to bear the economic risk of an illiquid investment in the shares of our common stock, including the risk of loss of the entire amount of the prospective investor’s investment; and


(viii)

the information provided by the prospective investor in his Subscription Agreement and Purchaser Representative Questionnaire (if applicable) is true and accurate.


We may make or cause to be made such further inquiry and obtain such additional information as we deem appropriate with regard to the suitability of prospective investors.  We may reject subscriptions in whole or in part if, in our reasonable judgment, we deem such action to be in our best interest.  If this offering is oversubscribed, we will, in our sole discretion, determine which subscriptions will be accepted.


If any information or representation made by a prospective investor or others acting on his behalf mislead us as to the financial or other circumstances of such investor, and if, because of any error or misunderstanding as to such circumstances, a copy of this memorandum is delivered to any prospective investor, this memorandum must be returned to us immediately.  The suitability standards set forth herein may be altered or waived by us as to any particular investor or investors without notice of any kind.


THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CONSULT WITH HIS LEGAL, TAX AND OTHER ADVISORS TO DETERMINE WHETHER AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK IS APPROPRIATE IN HIS PARTICULAR CIRCUMSTANCES.




5






Prospective investors and purchaser representatives are urged to request any additional information they may consider necessary in making an informed investment decision.  We will make available to each prospective investor and his purchaser representative, if any, the opportunity to ask questions of, and receive answers from, us or a person acting on our behalf concerning the terms and conditions of this offering or any other relevant matters.  We will respond with any additional information necessary to verify the accuracy of the information set forth in this memorandum to the extent that we possess such information or can acquire it without unreasonable effort or expense.



RISK FACTORS


This memorandum contains forward-looking statements.  Actual results could differ materially from those projected in the forward-looking statements as a result of certain of the risk factors set forth below.  The Shares being offered hereby involve a high degree of risk.  Prospective investors should consider the following risk factors inherent in and affecting the business of the Company and an investment in the Shares.


Risks Related to Our Business

 

We need to raise a significant amount of additional capital to meet our future business requirements and such capital raising may be costly or difficult to obtain and could dilute current stockholders’ ownership interests.


We are seeking to raise $100,000 at $.10 per share in this offering on a best efforts basis to implement our business plan and meet our capital needs.  See the section entitled “Use of Proceeds” for a description of the manner in which we plan to use proceeds from this offering.  At this time, we have not secured or identified any additional financing.  We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers or directors or from other shareholders.  There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us.  Any additional financing will involve dilution to our existing shareholders.  If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause us to delay, curtail, scale back or forgo some or all of our business operations.


Uncertainty exists as to whether our business will have sufficient funds to fulfill our business plans over the next 12 months thereby making an investment in Gateway speculative.


We require additional financing to market and provide our certification and SDP support services and operate the business until sufficient revenue can be generated for us to be self-sustaining. Our management projects, in order to go forward as an operating entity and properly bring its services to market, that it will require approximately $15,000.00 over the next 12 months to cover general and administrative costs and costs involved in the marketing and advertising of our services.  In the event that we are unable to generate sufficient revenues and before all of the funds now held by us and obtained by us through this offering are expended, an investment made in Gateway may become worthless.


We are a development stage company and have a limited operating history and, therefore, there is no historical basis to judge whether our business can be successful.


Because we our in our organizational and development stage and have not begun to market our services, it is difficult to predict when, if ever, we will generate revenues or produce an operating profit. Since our incorporation on August 30, 2006, we have been engaged in start up activities, including attending several certification seminars in New York City and the development of our company website. Since our incorporation, we have not entered into any contracts for certification or SDP support service agreements and we have not generated any revenues. There is no guarantee that we will be successful in our business plans. We face all the risks inherent in a relatively new business and there can be no assurance that our activities will be successful and/or result in any substantial revenues. Therefore, prospective investors do not have a historical basis from which to evaluate our performance.



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Management may have underestimated the size of the market for their services, which may negatively impact future service revenue and profits.


At the present time, the Company has only evaluated the marketability of its services based upon management's perception of the market need and value to women and minority-owned companies to become certified.  Once Gateway obtains the necessary capitalization, it will immediately commence direct and targeted marketing of its services, other than on its website at www.gcertifications.com . Gateway’s website has just been launched and it is too premature to anticipate how the website will, if at all, aid the Company in realizing revenue.  In the event direct and targeted marketing efforts reveal that our services are not marketable or needed in the marketplace, Gateway will not have a potential source of income and it will be necessary for Gateway to seek another means of obtaining revenue or the business will fail.


A conflict of interest may arise regarding the amount of time that Gateway’s current officers can devote to our business activities.


Gateway’s officers are only engaged in the business activities of the Company on a part-time basis. This could cause the officers a conflict of interest between the amount of time they devote to Gateway’s business activities and the amount of time required to be devoted to such other activities.  Presently, Gateway’s current officers, Messrs. Sarfoh and Belton, each devote 15-20 hours per week to our business activities. This amount of time has historically been sufficient to satisfy the business needs of Gateway.  Subsequent to this offering, Gateway will increase its business activities in terms of engaging in advertising, marketing, sales, the performance of certification services and the Company’s overall administration.  This increase in business activities may require Gateway’s officers to engage in the business activities of Gateway on a full-time basis, thereby causing Messrs. Sarfoh and Belton a conflict of interest.


Gateway has not entered into binding employment agreements with Messrs. Sarfoh and Belton requiring them to devote time to the Company’s business activities, thereby potentially inhibiting Gateways ability to grow its business.


In the event that there is a conflict of interest and Messrs. Sarfoh and Belton are not willing to devote more time to Gateways business activities, they may either employ full-time employees who have the certification experience and expertise necessary to service the Company’s clients, resign after finding suitable successors or cease operations, causing investors to lose their investment in us. While it is expected that other management will be added over time, there are no assurances that such will occur. If management does not devote adequate time or find experienced personnel, investors may lose their investment.


If we were to lose the services of Kwajo Sarfoh or Michael Belton, we may not be able to execute our business strategy.


Our future success depends in large part upon the continued service of our CEO, President and Director, Kwajo Sarfoh and upon the continued service of our CFO, Secretary and Director, Michael Belton.  We have not entered into an employment agreement with Mr. Sarfoh or Mr. Belton, and, as a result, they could become unwilling or unable to continue to serve us.  The loss of Mr. Sarfoh and/or Mr. Belton could seriously harm our business and require us to seek replacements who may have less experience or who may not understand our business as well, or we may not be able to find a suitable replacement.


Our executive officers and majority stockholders, consisting of Mr. Sarfoh or Mr. Belton, may significantly influence matters to be voted on and their interests may differ from, or be adverse to, the interests of our other stockholders.


The Company’s executive officers and directors control 100% of our outstanding common stock prior to this Offering.  Assuming the sale of 1,000,000 shares of our common stock, the Company’s executive officers will control approximately 86% of the Company’s outstanding common stock.



7






Accordingly, the Company’s executive officers possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. This amount of control by our executive officers gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.


We rely on highly skilled personnel and, if we are unable to attract, hire and retain qualified personnel we may not be able to grow our business.


Because of the technical nature of our services and the market in which we compete, our performance is largely dependent on the talents and efforts of highly skilled individuals including executive officers and individuals with certification expertise. Our future success depends on our ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Our ability to compete effectively will depend on our ability to obtain and attract employees.  If we do not succeed in obtaining and attracting qualified personnel, we may be unable to grow effectively.


In addition, new employees generally require substantial training, which requires significant resources and management attention. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.


Because our present officers and directors have only limited experience in providing certification and SDP support services, we may need to attract, hire and retain personnel with certification experience in order to be competitive.


Although our officers have attended seminars, conferences and trainings related to the certification programs the Company offers services for and the certification process, our officers have limited experience in certifying and providing SDP support services to women, minority and other qualified disadvantaged small businesses. Only Mr. Sarfoh, our chief executive officer, president and director, by serving as legal counsel for a minority-owned business in which he assisted the company apply for and successfully received certification, has been directly involved in certifying a minority-owned company. Accordingly, neither Mr. Sarfoh nor Mr. Belton has had any significant experience in providing certification or SDP support services. If we are unable to attract and retain qualified personnel with certification experience we may be at a competitive disadvantage in advising prospective clients. If we do not generate revenue we will not be able to hire an individual with certification experience until such time, if any, as we generate profits. Accordingly, there can be no assurance that we will be able to hire any experienced personnel.  See “Use of Proceeds,” “Business Services Offered,” “Market Strategy,” and Competition," and "Management."


We cannot assure you that we will be able to achieve or manage growth.  If we are unable to achieve or manage our growth, our business could be adversely affected.


We could experience growth over a short period of time, which could put a significant strain on our managerial, operational and financial resources.  We must implement and constantly improve our operational and certification processes and hire, train and manage qualified personnel to manage such growth. We have limited resources and may be unable to manage our growth. Our business strategy is based on the assumption that our customer base, geographic coverage and service offerings will increase. If this occurs it will place a significant strain on our managerial, operational, and financial resources.  Our development and expansion has placed, and will continue to place a strain on our managerial, operational, and financial resources.  Due to fact that we are in our developmental stage, we are unable to assess our ability to grow the business and manage a number of clients. If we fail to develop and maintain our services and processes as we experience our anticipated growth, demand for our services and our revenues could decrease.



8







The Company’s dependence on limited service offerings could have a material adverse effect on the Company's business, results of operations and financial condition.


We plan to derive substantially all of our revenues from certifying women, minority and other qualified disadvantaged small businesses with various government and private sector certification programs as well as providing support services for supplier diversity programs.  We expect that these services will account for all of our revenues for the foreseeable future. A decline in demand for these services as a result of competition, a change in government regulations, and a change in public policy concerning certification programs or any other reason would have a material adverse effect on our business, results of operations and financial condition.


If we do not successfully establish and maintain our company as a highly trusted and respected name for women and minority owned business certification and supplier diversity support services we could sustain loss of revenues, which could significantly affect our business, financial condition and results of operations.


In order to attract, obtain and retain clients and business, we must establish, maintain and strengthen our name and the services we provide. In order to be successful in establishing our reputation, clients must perceive us as a trusted source for quality services. If we are unable to attract and retain clients with our current marketing plans, we may not be able to successfully establish our name and reputation, which could significantly affect our business, financial condition and results of operations.


We have not begun to design any advertising or marketing programs and if we fail to attract customers to use our services, we will not be able to generate revenues which could significantly affect our business, financial condition and results of operations.


We plan to market and advertise our services directly to senior executives of women, minority, handicapped and other qualified disadvantaged small businesses. The Company’s primary marketing efforts will center on paid advertisements in major women and minority oriented magazines and trade journals. We believe that building awareness of our certification service offerings will be critical in creating our client base. We have not begun to design any advertising or marketing programs and even if we are successful in designing these programs, we cannot assure you that we will be successful in obtaining customers.  If we fail to attract customers to use our services, we will be unable to generate revenues, which could significantly affect our business, financial condition and results of operations.


We face unpredictable marketing and engagement cycles in the delivery of our certification and SDP support services which could affect our ability to deliver services on a timely basis or within anticipated budgets.


The Company plans to offer a majority of its services primarily through ongoing client relationships. There can be no assurance that the significant non-billable time and resources invested in building client relationships will result in additional assignments from existing clients. As part of building such relationships, it is estimated that the Company's executive officers will typically expend substantial time and resources identifying strategic or business issues and objectives, gathering information, preparing engagement proposals and negotiating contracts. Any failure by the Company to procure an engagement after expending significant non-billable time and resources on marketing efforts could have a material adverse effect on the Company's results as well as its business, financial condition and results of operations. The length of time required to complete an assignment may depend on many factors outside the control of the Company, including the state of the clients' existing information systems and company records, changes or the anticipation of changes in the regulatory environment affecting statutes, regulations and procedures governing certification associations, agencies and private sector organizations in general, budgetary constraints and the client's ability to commit the personnel and other resources necessary to complete elements of the certification process for which the client is responsible. The failure of the Company to deliver its services on a timely basis or within anticipated budgets could have a material adverse effect on the Company's business, financial condition and results of operations.



9







If we fail to perform effectively on project engagements, our reputation, and therefore our business could be harmed.


We believe that many of our engagements will come from existing clients or from referrals by existing clients. Therefore, our growth is dependent on our reputation and on client satisfaction. The failure to perform services that meet a client's expectations may damage our reputation and harm our ability to attract new business. Damage to our reputation arising from client dissatisfaction could therefore harm our business.


If we fail to develop long-term relationships with customers, our success would be jeopardized.


We anticipate that a majority of our business will be derived from repeat clients. Our future success depends to a significant extent on our ability to develop long-term relationships with successfully certified women, minority and other qualified disadvantaged businesses that will provide new and repeat business. Our inability to build long-term client relations or the inability of new or existing clients to be successfully certified could result in a loss of future business which would harm our business.


Demand for our services is dependent on several factors, many of which are outside of our control and could cause us to experience fluctuations in our financial results.


The demand for our services is dependent upon several factors, most notably the following:


·

growth in women, minority and other qualified small disadvantaged businesses;

·

growth in supplier diversity programs;

·

corporate outsourcing;

·

government outsourcing;

·

diversity purchasing;

·

the timing and customer acceptance;

·

service enhancements;

·

our promotions and those of our competitors;

·

service complaints; and

·

overall changes in economic conditions.


Many of these factors are outside of our control.  These factors, either individually or in the aggregate, may have a materially adverse affect on the demand for our services which could significantly affect our business, financial condition and results of operations.


The timing of sales could significantly affect our results of operations. Our operating expenses are not based on any anticipated revenue levels in the short term, and are expected to increase in the short term, particularly due to our efforts to become a publicly traded company in the U.S.  As a result, our financial results could be materially adversely affected. Financial results in the future may be influenced by the factors (discussed above) which effect the demand for our services. Accordingly, there may be significant variations in our financial results.


We face competition in the provision of certification and SDP support services that could adversely affect our market share and our revenues. These competitive pressures could reduce the volume of sales and significantly harm our business, results of operations and financial condition.


Providing professional certification and SDP support services to Disadvantaged Business Owners is a highly competitive business.  The market for professional certification services to Disadvantaged Business Owners is intensely competitive, highly fragmented and subject to rapid change. Some of our principal competitors are:




10






·

EZCertify.com, a company founded in 1999 with offices in Haymarket, Virginia, which offers SBA, 8(a) BD and SDB certification.


·

MBWE.com, which provides nationwide services to minority and women businesses to educate, mentor, and help leverage their capabilities to maximize opportunities and promote sustainability. MWBE.com also assisting public agencies and prime contractors find qualified, certified MWBE companies that have the capability to meet or exceed requirements for products and services.


·

MWBE Enterprises, Inc., which was established in 1998, assists women-owned businesses and minority-owned businesses in successfully achieving Women’s Business Enterprise certification (WBE), Minority Business Enterprises certification (MBE), Disadvantaged Business Enterprise (DBE) certification, 8a and or SDB designation.

·

MinorityCertifications.com, affiliated with Business Polish, is full service small business consulting company specializing in small business certifications and marketing. The company assists companies with various types of certifications at the national, federal, state, city and county level.


Gateway’s certification and SDP support services also competes with (i) law firms, (ii) independent firms which offer one or more of the services offered by the Company, (iii) smaller firms that have created a specialized niche in the marketplace, (iv) start-up companies entering the market, (v) federal and state government agencies and associations with in-house capabilities and (vi) subsidiaries of large corporations which offer one or more of the services offered by the Company.  Many of the Company’s competitors are larger and have greater financial resources. Many of these companies have a national presence and may have greater personnel, financial, technical and marketing resources.


We also believe our ability to compete depends on a number of factors outside of our control, including:


·

the prices at which others offer competitive services, including aggressive price competition and discounting on individual engagements;


·

the ability and willingness of our competitors to finance customers' projects on favorable terms;


·

the ability of our competitors to undertake more extensive marketing campaigns than we can;


·

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;


·

the ability of our customers to perform the services themselves; and


·

the extent of our competitors' responsiveness to customer needs.


In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace.  We must establish our name as a reliable and constant source for professional certification and SDP support services. Any significant increase in competitors or competitors with better, more efficient services could make it more difficult for us to gain market share or establish and generate revenues.    We may not be able to compete effectively on these or other factors.


Risks related to the Internet may affect the Company's results of operations. 


There are many risks associated with operations on the Internet that may adversely affect our success. Such risks include, without limitation, the following:



11







·

our ability to attract or retain clients;

·

our ability to anticipate and adapt to a developing market;

·

changes in laws that may adversely affect our business;

·

our ability to manage effectively rapidly expanding operation, including the amount and timing of capital expenditures and other costs relating to the expansion of our operations;

·

our inability to maintain and support increased levels of traffic on our Internet web site .


In addition, a number of legislative and regulatory proposals under consideration in the United States may lead to laws or regulations concerning various aspects of the Internet, including, but not limited to, online content, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. Also, it is uncertain how existing laws will be applied by the judiciary to the Internet. The adoption of new laws or the application of existing laws may increase our cost of doing business or otherwise have a material adverse effect on our business, results of operations and financial condition. 


An interruption in or breach of our information systems may result in lost business.


A breach of our information systems could result in the misappropriation of proprietary information and cause interruptions in our business. In addition to purposeful security breaches, the inadvertent transmission of computer viruses could expose us to a material risk of loss. In offering certain payment services for some products and services, we could become increasingly reliant on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure transmission of confidential information, such as customer credit card numbers.  Advances in computer capabilities, discoveries in the field of cryptography and other discoveries, events, or developments could lead to a compromise or breach of the algorithms or licensed encryption and authentication technology used to protect such confidential information. We may be required to expend significant capital and resources to protect against the threat of such security, encryption and authentication technology breaches to alleviate problems caused by such breaches. If such a compromise or breach of our information systems and licensed encryption authentication technology occurs, it could have a material adverse effect on our business, results of operations and financial condition.


We will incur increased costs as a result of becoming a public company.

 

We have plans to become a publicly traded company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the “ NASD ”). We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all.  We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar liability coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.


Risks Relating to this Offering


There is no firm commitment to purchase the shares of common stock being offered, and as a result initial investors assume additional risk.


This is a best efforts, no minimum offering of shares of our common stock being conducted solely by certain members of our management.  There is no commitment by anyone to purchase any of the shares being offered.  We cannot give any assurance that any or all of the shares will be sold.



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There is no minimum and we will retain any amount of proceeds received from the sale of the shares.  Moreover, there is no assurance that our estimate of our liquidity needs is accurate or that other unforeseen events will not occur, resulting in the need to raise additional funds.  As this offering is a best efforts financing, there is no assurance that this financing will be completed or that any future financing will be affected.  Initial investors assume additional risk on whether the offering will be fully subscribed and how the Company will utilize the proceeds.


You will incur immediate dilution in this offering .


The offering price of our common stock is substantially higher than the net tangible book value per share of the outstanding common stock issued after this offering.  Therefore, if you purchase shares of our common stock in this offering, you will incur substantial immediate dilution in the net tangible book value per share of common stock from the price you pay for such share.


We arbitrary determined the offering price.


The offering price of the shares of common stock has been arbitrarily determined by our management based on estimates of the price that purchasers of speculative securities, such as our common stock, will be willing to pay considering our nature and capital structure, the experience of the officers and directors and the market conditions for the sale of equity securities in similar companies.  The offering price of the shares bears no relationship to our assets, earnings or book value, or any other objective standard of value.  See the section entitled “Placement of the Offering” elsewhere in this memorandum.


We do not anticipate dividends to be paid on our common stock and investors may lose the entire amount of their investment.

 

A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares nor can we assure that stockholders will not lose the entire amount of their investment.


Our bylaws and the Nevada Revised Statutes contain provisions that limit the liability and provide indemnification for our officers and directors.


Our bylaws provide that the officers and directors will only be liable to us for acts or omissions that constitute actual fraud, gross negligence or willful and wanton misconduct.  Thus, we may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faith acts for us.  Such an indemnification payment might deplete our assets.  Stockholders who have questions respecting the fiduciary obligations of our officers and directors should consult with independent legal counsel.  It is the position of the SEC that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations thereunder is against public policy and therefore unenforceable.


The securities being offered are restricted shares of our common stock and an investment in our common stock will be illiquid.


We are offering shares of our common stock pursuant to an exemption from registration under the Securities Act which imposes substantial restrictions on the transfer of such securities.  All certificates which evidence the shares will be inscribed with a printed legend which clearly describes the applicable restrictions on transfer or resale by the owner thereof.  Accordingly, each investor should be aware of the long-term illiquid nature of his investment.  In no event may such securities be sold, pledged, hypothecated, assigned or otherwise transferred unless such securities are registered under the Securities Act and applicable state securities laws or we received an opinion of counsel that an exemption from registration is available with respect thereto.  Rule 144, the primary exemption for resales of restricted securities is only available for securities of issuers providing current information to the public.



13






While we will be required to make such information available should we conduct an initial public offering, and assuming such public offering is in fact successfully carried out, we do not currently make such information available precluding reliance on Rule 144.  Thus, each investor should be prepared to bear the risk of such investment for an indefinite period of time.  See the sections entitled “Description of Securities” and “Placement of the Offering”.


There is currently no market for our common stock, and we do not expect that a market will develop in the foreseeable future making an investment in our common stock illiquid.


There is currently no market for our common stock.  We do not expect that a market will develop at anytime in the foreseeable future.  The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable.  In the event that a market develops, we expect that it would be extremely volatile.


We have sought or intend to seek an exemption in multiple states for this offering; however, there can be no assurance that an investor in this offering will have a similar exemption covering their resale and we do not currently  have plans to qualify any resells in any state.


For this offering, we have sought or intend to seek in multiple states an exemption from registration for securities offered and sold under Rule 506 of Regulation D of the Securities Act.  There can be no assurance that a subscriber to this offering will have a state exemption for their resale.  We do not currently have plans to qualify any resells in any state.  In the event that a subscriber to this offering does not have available a state exemption for the transfer of his shares and we have not qualified such transfers in the state, the subscriber will not be able to transfer his shares.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This memorandum includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).  These forward-looking statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may affect our actual results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements.  In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “would”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “continue”, or the negative of such terms or other similar expressions.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this memorandum.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this memorandum might not occur.


USE OF PROCEEDS


We intend to use the net proceeds of this offering to fund working capital including, but not limited to, marketing and advertising; and investment in technology to enhance our infrastructure including our intranet applications.  The table below depicts how we plan to utilize the proceeds in the event that 10%, 25%, 50%, 75% and 100% of the shares in this offering are sold; however, the amounts actually expended for working capital as well as other purposes may vary significantly and will depend on a number of factors, including the amount of our future revenues and the other factors described under “Risk Factors.”  Accordingly, we will retain broad discretion in the allocation of the net proceeds of this offering.



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Shares Sold

Purpose

100,000

250,000

500,000

750,000

1,000,000

 

 

 

 

 

 

Marketing and Advertising

$ 4,000

$ 15,500

$ 37,000

$ 56,000

$ 68,000

Internet

1,000

2,000

4,000

5,000

5,000

Technology

-

2,500

4,000

4,000

6,000

Independent Contracts / Personnel

-

-

-

5,000

16,000

Net Proceeds (1)

$ 5,000

$ 20,000

$ 45,000

$ 70,000

$ 95,000


(1)

After deducting expenses of $5,000 which we estimate that we will incur in connection with the offering, including but not limited to, legal fees, accounting fees, printing costs and state and federal filing fees, if any.



DIVIDEND POLICY


We have never declared or paid cash dividends. We intend to retain earnings, if any, to support the development of the business and therefore, do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.



DILUTION


Our net tangible book value as of September 30, 2006 was $3,734 or $.00 per Share of Common Stock.  Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the shares of common stock outstanding as of September 30, 2006.  The net tangible book value as of September 30, 2006 to reflect the issuance and sale of all of the Shares offered at $.10 per Share and deductions for estimated offering expenses estimated at $5,000 was $98,734 or $.02 per share.  This represents an immediate increase in net tangible book value of $.01 per share to existing stockholders and an immediate dilution of $.08 per share to new investors.  The following table illustrates this per share dilution.


Offering price per share

$.10


Net tangible book value per share at September 30, 2006

$.00

Increase in the net tangible book value per share

       $.02

Attributable to new investors


Net tangible book value after this offering (adjusted)

$.02


Dilution per share to new investors

$.08



BUSINESS


Overview


Socially and economically disadvantaged individuals represent a significant percentage of the U.S. population, and, yet, account for a disproportionately small percentage of total U.S. business revenues.




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In company with federal agencies and private organizations, Gateway Certifications, Inc. recognizes the historical lack of access that women, minorities and other disadvantaged individuals have had to the resources needed to develop their small businesses. By law, federal agencies are required to establish contracting goals, such that a percentage of all government purchases are intended to go to small businesses. In addition, contract goals are established for small women-owned and minority-owned businesses; these government-wide goals, which are not always achieved, are 5% and 5%, respectively. They are important, however, because federal agencies have a statutory obligation to consider small businesses for procurement opportunities, particularly small businesses certified as women and/or minority-owned.


The Company provides certification services to women-owned and minority-owned businesses that seek Minority Business Enterprises certification (MBE), Women’s Business Enterprise certification (WBE), Disadvantaged Business Enterprise (DBE) certification, 8a and or SDB designation and various State, City and private sector certifications (collectively referred to as “Certifications”). Once successfully certified in one or more certification programs, the Company then assists upscale women, minority, handicapped and other qualified businesses (collectively referred to as “Disadvantaged Businesses Owners”) to secure business opportunities with federal, state and local government agencies and private-sector Supplier Diversity Programs (“SDP’s”).


Although federal, state, city and local government agencies and private organizations do not and can not guarantee any specific amount of business for each firm, once certified, Disadvantaged Businesses Owners achieve preferential access to bid for federal and private contracts that are related to their respective business concerns.


Our Mission


Gateway Certifications, Inc.’s mission is to assist women and minority-owned companies through the arduous process of certification. Through our Certification Analysis we will determine if a company is eligible for certification and if so, which certifications are appropriate for its business. The decision to apply for one, or, several certifications, is based on a company's eligibility standing, current marketing strategies and opportunities that best suit its goals.


Through our certification services, our overall business objective is to provide women, minority, handicapped and other qualified small businesses with an opportunity to participate and compete in the American economy through government and business development in the business sector and to become independently competitive in the marketplace.


How We Generate Revenue


Certification is a review process designed to ensure that a small business is actually owned, controlled, and operated by the applicant - women, minority, handicapped and other qualified individuals. Certification agencies, government and private sector entities require the review processes to ensure that only firms that meet the eligibility criteria of the individual programs are certified.


Gateway plans to generate revenues by providing services to Disadvantaged Business Owners seeking one or more of the following:


1.

Minority Business Enterprises certification (MBE)

2.

Women’s Business Enterprise certification (WBE)

3.

Disadvantaged Business Enterprise certification (DBE)

4.

National Minority Suppliers Development Council certification

5.

National Women Business Owners Corporation certification

6.

State & City certifications

7.

SBA 8(A) certification

8.

SBA SDB certification




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Overview of Certification Programs


The Company believes that the certification programs and processes are very complex and fraught with the likelihood of application rejection for merely technical reasons.  We believe that this complexity tends to intimidate rather than attract otherwise qualified small businesses to one or more of these programs that were established to provide Disadvantaged Businesses Owners with an opportunity to participate in the business sector and become independently competitive in the marketplace.


The application package for certification and the required attachments for these programs present a daunting challenge. The Company recognizes that not everyone who desires to apply for certification is qualified to participate because of the stringent regulations that govern these programs. The regulations are lengthy and complex, often leaving large areas open to subjective interpretation.  The Company believes that each of the various certification programs and processes are complex and fraught with the likelihood of application rejection for merely technical reasons.  In fact, it is estimated that over 70% of all certification applications are rejected, generally because of mistakes and inconsistencies.


To avoid enduring the appeals process, which can take 1-2 years and involve attorneys, or, in some instances involve a mandatory one-year wait for re-application, the Company’s certification services and procedures avoid many common mistakes and alerts applicants to any inconsistencies in their documentation. Gateway assists Disadvantaged Businesses Owners compile, phrase and present information in the form and manner required by certifying agencies and private organizations in order to successfully obtain certification.

 

Minority Owned Businesses (“MBE”)   


A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American.


Ownership by minority individuals means the business is at least 51% owned by such individuals or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more such individuals. Further, the management and daily operations are controlled by minority group members.


For purposes of the National Minority Supplier Development Council (“NMSDC”) program, a minority group member is an individual who is a U.S. citizen with at least 1/4 or 25% minimum (documentation to support claim of 25% required from applicant) of the following:

·

Asian-Indian - A U.S. citizen whose origins are from India, Pakistan and Bangladesh

·

Asian-Pacific - A U.S. citizen whose origins are from Japan, China, Indonesia, Malaysia, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Thailand, Samoa, Guam, the U.S. Trust Territories of the Pacific or the Northern Marianas.

·

Black - A U.S. citizen having origins in any of the Black racial groups of Africa.

·

Hispanic - A U.S. citizen of true-born Hispanic heritage, from any of the Spanish-speaking areas of the following regions: Mexico, Central America, South America and the Caribbean Basin only. Brazilians shall be listed under Hispanic designation for review and certification purposes.

·

Native American - A person who is an American Indian, Eskimo, Aleut or Native Hawaiian, and regarded as such by the community of which the person claims to be a part. Native Americans must be documented members of a North American tribe, band or otherwise organized group of native people who are indigenous to the continental United States and proof can be provided through a Native American Blood Degree Certificate (i.e., tribal registry letter, tribal roll register number).

MBE Certification is done at the local or regional level.




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Women Owned Businesses (“WBE”)

In order to become certified as a woman-owned business, the woman-owned business must demonstrate and show: 

·

All prospective members must provide clear and documented evidence that at least 51% or more is women-owned, managed, and controlled.

·

The business must be open for at least six months.

·

The business owner must be a U.S. citizen or legal resident alien.

Further, the evidence submitted must indicate that:

·

The contribution of capital and/or expertise by the woman business owner is real and substantial and in proportion to the interest owned.

·

The woman business owner must direct or cause the direction of management, policy, fiscal, and operational matters.

·

The woman business owner shall have the ability to perform in the area of specialty or expertise without reliance on either the finances or resources of a firm that is not owned by a woman.

WBE Certification is done at the local or regional level.


National Minority Suppliers Development Council Certification


Providing a direct link between corporate America and minority-owned businesses is the primary objective of the National Minority Supplier Development Council (“NMSDC”), one of the country's leading business membership organizations. The Council was chartered in 1972 to provide increased procurement and business opportunities for minority businesses of all sizes. An NMSDC certification is the accreditation most widely recognized by corporate America.


The NMSDC has standardized procedures to assure consistent and identical review and certification of minority-owned businesses. These businesses are certified by NMSDC's affiliate nearest to the company's headquarters. Standardized procedures assure consistent and identical review and certification of minority-owned businesses throughout the NMSDC Network. The NMSDC is the only national minority business development organization providing certification throughout the U.S.


The NMSDC’s definition of a minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American.  Ownership by minority individuals means the business is at least 51% owned by such individuals or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more such individuals. Further, the management and daily operations are controlled by those minority group members.


For purposes of NMSDC's program, a minority group member is an individual who is a U.S. citizen with at least 1/4 or 25% minimum (documentation to support claim of 25% required from applicant) of the following:


Asian-Indian:

A U.S. citizen whose origins are from India, Pakistan and Bangladesh.

 

Asian-Pacific:

A U.S. citizen whose origins are from Japan, China, Indonesia, Malaysia, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Thailand, Samoa, Guam, the U.S. Trust Territories of the Pacific or the Northern Marianas.

 

Black:

A U.S. citizen having origins in any of the Black racial groups of Africa.

 



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Hispanic:

A U.S. citizen of true-born Hispanic heritage, from any of the Spanish-speaking areas of the following regions: Mexico, Central America, South America and the Caribbean Basin only.  Brazilians shall be listed under Hispanic designation  for review and certification purposes.

 

Native American:

A person who is an American Indian, Eskimo, Aleut or Native Hawaiian, and regarded as such by the community of which the person claims to be a part. Native Americans must be documented members of a North American tribe, band or otherwise organized group of native people who are indigenous to the continental United States and proof can be provided through a Native American Blood Degree Certificate (i.e., tribal registry letter, tribal roll register number).

 

A minority business may be certified as a minority "controlled" enterprise if the minority owners own at least 30% of the economic equity of the firm.  This occurs when non-minority institutional investors contribute a majority of the firm’s risk capital (equity).  Under this special circumstance, a business may be certified as a minority "controlled" firm if the following criteria are met:


A.

Minority management/owners control the day-to-day operations of the firm.

B.

Minority management/owners retain a majority (no less than 51%) of the firm’s “voting equity”.

C.

Minority owner/s operationally control the board of directors (i.e., must appoint a majority of the board of directors).


The NMSDC Network includes a national office in New York and 39 regional councils across the country. Currently, there are 3,500 corporate members throughout the network, including most of America's largest publicly-owned, privately-owned and foreign-owned companies, as well as universities, hospitals and other buying institutions. The regional councils certify and match approximately 15,000 minority owned businesses (Asian, Black, Hispanic and Native American) with member corporations which want to purchase goods and services.  Once certified and part of the NMSDC Network, over two-thirds of minority business enterprises (MBEs) confirm business increases due to their partnerships with the Council’s corporate members.


National Women Business Owners Corporation Certification


The National Women Business Owners Corporation (“NWBOC”), a national 501(c)(3) not-for-profit corporation, was established to increase competition for corporate and government contracts through implementation of a pioneering economic development strategy for women business owners.


In order to be certified, the woman business owner must be in business at least six months; have customers/clients; be a U.S. citizen; and, be active in daily management in addition to the following:


1.

Ownership        


A woman or women own(s) one of the following:


·

100% of the assets of a sole proprietorship;

·

at least 51.0% of the equity interests in a partnership;

·

at least 51.0% of each of the classes of voting stock and 51.0% of the aggregate of all stock outstanding determined by the percentage that would be distributed to the woman if the corporation was liquidated; or

·

at least 51.0% of the membership interests in a limited liability company.








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2.

Control             


A woman or women actively participates in the management of and controls one of the following:


·

100% of the control of a sole proprietorship;

·

at least 51.0% of the control of a general partnership;

·

woman owner is the general partner and, if there is more than one general partner, the managing general partner, of a limited partnership or limited liability partnership; or

·

A woman or women is the sole manager, able to appoint unconditionally the majority of managers of a manager managed LLC or has 51.0% control of a member managed LLC.


NWBOC provides a national certification program for women owned and controlled business as an alternative to the multiple state and local certifications required by many public and private sector agencies. Over 100 private and public agencies now accept NWBOC certification.


Small Disadvantaged Businesses (SDB) or Disadvantaged Business Enterprises (DBE)

In projects where federal funds are utilized, federal law mandates a number of requirements with respect to disadvantaged business enterprises ("DBEs"). In terms of public works and construction projects, federal funds are generally used to some extent for major transportation projects in particular. These requirements, which are under the jurisdiction of the United States Department of Transportation, include setting of DBE utilization goals, design and implementation of a DBE "program", monitoring and reporting.


To qualify as a DBE, the business must be owned and controlled by one or more socially and economically disadvantaged persons as defined by DBE Regulation 49 CFR Parts 23 and 26. The presumption of disadvantage is refutable. Businesses must submit evidence indicating that:  


·

Minimum 51% ownership, control, and expertise of the individual(s); and

·

Control of the daily management and operations of the individual(s)


The business’ size as measured by average annual gross receipts over the most recent three years must be under the specified dollar amounts. These size standards are set according to the business’ North American Industry Classification System (“NAICS”) code. Depending on the industry, these limits can range from $2.5 million averaged per year to $17.4 million averaged per year. Manufacturers, wholesalers and retailers must meet an employee size standard ranging between 500 to 1500 employees, depending on the NAICS classification and their average three year gross sales must be less than $17.4 million.


Recently, changes to the DBE regulations require all owner applicants to complete a Statement of Disadvantage and a Personal Financial Statement. All eligible owners must affirm that they are members of a disadvantaged group (for example, an eligible ethnic minority or female). In addition, the personal net worth of each eligible owner applicant must be less than $750,000, excluding the values of the applicant’s ownership interest in the business seeking certification and the owner’s primary residence.


Generally, SDB and DBE certification is done at the local or regional level.


8(a) Designation and SDB Certification


The SBA administers two particular business assistance programs for small disadvantaged businesses. These programs are the 8(a) Business Development Program (“8(a)”) and the Small Disadvantaged Business Certification Program (“SDB”). The 8(a) program offers a broad scope of assistance to socially and economically disadvantaged firms whereas the SDB certification strictly pertains to benefits in federal procurement. If a firm becomes 8(a) certified, they are automatically SDB certified as well. In contrast, if a firm becomes SDB certified, they are not 8(a) certified.




20






A business enterprise meets the basic requirements for admission to the 8(a) Business Development program if it is a small business which is unconditionally owned and controlled by one or more socially and economically disadvantaged individuals who are of good character and citizens of the United States, and which demonstrates potential for success.  This certification is geared more for socially and economically disadvantaged individuals as defined in the Small Business Act.


Program participation is divided into two stages: the developmental stage and the transitional stage. The developmental stage is four years and the transitional stage is five years. Participants are reviewed annually for compliance with eligibility requirements.


General requirements for 8(a) Certification include the following:


·

Must be at least 51% owned and controlled by a socially and economically disadvantaged individual or individuals;

·

African Americans, Hispanic Americans, Asian Pacific Americans, Subcontinent Asian Americans, and Native Americans are presumed to qualify;

·

Other individuals can be admitted into the program if they show through a preponderance of the evidence that they are disadvantaged because of race, ethnicity, gender, physical handicap or residence in an environment isolated from the mainstream of American society;

·

Individuals must have a net worth of less than $250,000, excluding the equity of the business and primary residence;  

·

Must meet applicable size standards for small businesses in their industry; and

·

Two (2) full years of business operations


The SBA 8(a) program is a nine year program. A firm may only be certified once under the 8(a) program. During the first 4 years of this program, firms are in a developmental stage or growth stage; for the next 5 years, firms are in a transitional stage. The 8(a) program is SBA's effort to promote equal access for socially and economically disadvantaged individuals to participate in the business sector of the nation's economy.


The SBA’s 8(a) Business Development Program delivered its 2005 Annual report to Congress.  The report noted that fiscal year 2005 marked the 37 th year of SBA's 8(a) Business Development Program. During FY 2005, a total of 9,470 businesses participated in the 8(a) Business Development Program.  These firms made significant contributions to the Federal, state and local tax base and contributed an estimated 194,234 jobs in the Nation’s economy.  Between October 1, 2004, and September 30, 2005, a total of 1,477 new firms were certified to participate in the program.


The SBA requires certification of SDBs in order for them to become eligible for special bidding benefits when federal contracts are first put out for bidding. Under the government's reformed affirmative action rules, SDB certified firms are eligible for price evaluation adjustments of up to 10% when bidding on federal contracts in certain industries. The program also provides evaluation credits for prime contractors who achieve SDB subcontracting targets. The program is intended to help federal agencies achieve the government-wide goal of 5% SDB participation in prime contracting.


The SBA undertakes an extensive effort to provide contracting opportunities for those businesses that become certified under their 8(a) program. The SBA maintains close contact with various federal agencies to keep government personnel informed of the 8(a) program goals and procedures and to request that contract opportunities be reserved for the 8(a) program.  In actuality, there are some federal contracts that are set aside so that only 8(a) certified or SDB certified firms can bid on them. There are other cases where federal contracts are awarded to 8(a) firms without being put out for open bidding. These are called sole source contracts.



21






Company Overview of Services


To assist eligible small disadvantaged women and minority-owned businesses to complete certification applications, the Company takes a methodical streamlined approach to a cumbersome, time-consuming, often confusing process. Clients of our certification services will be engaged in a structured interview, which breaks down the application certification process into its basic elements.


Certification, however, is just one small step in establishing a company as a certified women or minority-owned business. Although, obtaining certification is difficult, it is how a company utilizes it certification through applicable market segments that ultimately affects its bottom line. Gateway Certifications, Inc. will support applicants’ organizational efforts to obtain new business through a streamlined, strategic approach to the corporate supplier diversity market or public sector procurement.


Success in local or federal government procurement marketplace and private-sector SDP's requires diligence and careful planning. Certifying agencies, local and federal government agencies, and private-sector SDP's require applicants to comply with numerous regulations in establishing minority, women and Disadvantaged Business Enterprise certifications, award eligibility and performance competency. Once certified, the small business owner often finds themselves at a loss on how to utilize their certification, retrieve information on opportunities and respond to bid requests.


Gateway assists certified companies procure new relationships, through direct marketing, within either the private and public procurement sector and specifically within Corporate 500 Supplier Diversity Programs (SDP's). We connect our clients with SDP's both locally and nationally based on each client's opportunities, capacity, individual expertise and strategic goals. Gateway assists certified organizations determine which companies to apply with for Preferred Vender Status as a certified women or minority owned business. The Company also maintains and ensures that its certified companies are on approved vendor lists, while being connected to quality opportunities.


The Solution


As part of the certification process, the Company performs the following activities for clients seeking the benefits of the various federal, state, city and local certification programs:


I.

Full Consultation & Certification Analysis


Prior to beginning a relationship with the Company a thorough and in-depth Certification Analysis is required of every prospective client. This service assists applicants in confirming their eligibility for one or more certification programs. This service apprises and determines which programs the applicant will or will not qualify for and which certification is best suited for its particular business and notifies the applicant of any red flags in regard to their eligibility.


II.

Gateway’s Certification Services


Specifically, the certification services Gateway provides to Disadvantaged Businesses Owners seeking certification include the following:


1.

Due diligence of all documents required to assemble the application

2.

Detailed analysis and review of required additional documents

3.

Assistance in procuring required documents

4.

Prepare business background for each owner, shareholder, partner and/or director

5.

Create ownership history

6.

Create business history



22






7.

Prepare job description for each owner, shareholder, partner, director, manager and department head

8.

Prepare all industry specific resumes for each owner, shareholder, partner, director, manager and department head

9.

Assistance in selecting appropriate SIC NAICS Codes for future procurement sources

10.

Assist in preparation of Personal Statement of Net Worth for DBE/SBE/8(a) for each owner, shareholder, partner and/or director

11.

Preparation of Two-Year Business Waiver when applicable

12.

Complete application preparation

13.

Application Submittal & Tracking

14.

Day to Day and detailed correspondence, point of contact for certification agencies

15.

Bounded copy of all applications, with index for easy reference

16.

Additional services are provided based on the requirements of each client and specific applications

Although there is an exhaustive list of required documents for each application, certifying agencies often require additional information that is not originally requested, but rather, an outgrowth of the initial information provided. Additional request for documents can prolong the application process. The Company assesses the applicants’ business background and application, and then proactively suggests documentation to ensure the certification is processed and expedited upon submission. Once certified, Disadvantaged Businesses Owners achieve preferential access to bid for contracts that are related to their respective business concerns.


Gateway’s Marketing Services


Once successfully certified, the Company will then provide the Disadvantaged Business Owner with marketing assistance to market their company’s goods or services with the federal, state and city agencies, associations and private organizations.  


The Company assists certified companies procure new relationships, through direct marketing, within the private and public procurement sector and specifically within Corporate 500 Supplier Diversity Programs (SDP's). This consists of compiling a portfolio for the certified Disadvantaged Business Owner which is then followed by sending out the portfolio to various contracting officers to discuss doing business with the respective governmental agency and/or private organization.


Marketing services include:


1.

Customized sales and marketing campaigns targeting Corporate Supplier Diversity Markets or Public Sector Procurement

 

2.

Prepare and manage Supplier Diversity Vendor Application Preparation

3.

Submittal and Track Supplier Diversity Applications

4.

Additional Vendor Application Verification/Confirmation

5.

Customer sales and marketing campaigns targeting the Public Procurement Sector

We connect our clients with SDP's both locally and nationally based on each client's opportunities, capacity, individual expertise and strategic goals. The Company will help applicants determine which companies to apply with for Preferred Vender Status as a certified women or minority owned business. Additionally, we will maintain and ensure that successfully certified companies are on approved vendor lists and assist our clients in responding to "Request for Proposal" (RFP's).



23






The Market Need for Gateway’s Certification Services


The recent population census report projects that minority populations will represent a significant share of the US population by 2050. With their growing rates of business ownership, ethnic entrepreneurs and consumers will significantly impact the overall economy.


Minority populations are the fastest growing demographic segment and are forecasted to become almost 50% of the total population. From 1990 to 2000, Asians, African and Hispanics Americans have grown by 49.6%, 39% and 14.3% respectively while Anglo-American have witnessed a modest 4.4% growth over the same period.


Today minorities represent approximately 28% of the total population. By the year 2010, minority population will represent one-third of the US population. In 2050, minority population is forecasted at about 50% of the total population. The US population is estimated to grow from 275 million in 2000 to 393 million in 2050, a net gain of 118 million. The minority population will account for 108 million, which is 92% of the total incremental gain.


The breakdown by ethnicity of the incremental growth is as follows:


·

Asian-Americans will grow by 21.5 million and will account for 8.2% of the population.


·

Hispanic-Americans will grow by 66 million and become the largest minority group with 25% of the total population.


·

African-Americans will grow by 20.6 million and constitute 13.4% of the population.


With this increase in population, minorities have also increased their share of economic power and the collective buying power of minorities is now estimated to exceed one trillion dollars.


Minorities are becoming better educated and talented. In addition, as minorities approach the ages between 35 and 40, the typical age range for starting new entrepreneurial ventures, more minorities will join the growing pool of highly educated and talented business entrepreneurs.


Given the increase in the minority populations and the growing pool of highly educated and talented minority business entrepreneurs, minority owned businesses have witnessed explosive growth during the last decade, and have doubled the growth rates of all firms in the US economy.


From 1987 to 1992, the total number of firms in the US economy increased by 4.7% and corresponding sales rose by 10.75%. Contrasted with minority groups during the same period shows the following:


·

Hispanic American owned firms increased by 12.8% and sales rose by 24.11%.

·

Asian and Native American owned firms rose by 10% with sales increase of 23.98%.

·

African American owned firms increased by 7.9% and sales rose by 10.25%.


According to the 1992 US Census Survey of Minority Owned Business Enterprises (“SMOBE”) records (does not include corporations), there were approximately 1.9 million minority-owned businesses with total sales estimated at about $205 billion dollars. The breakout by minority group is as follows


·

Hispanic-American owned firms total 772,000 with total sales of $72.8 billion.

·

Asian-American owned firms total 504,000 with total sales of $91.7 billion.

·

African-American owned firms total 621,000 with sales of $32.3 billion.

·

Native-American owned firms total 102,000 with sales of $8.0 billion.



24







The new generation of minority entrepreneurs not only targets minority dominant markets, but also the general population. Increasingly, this generation of entrepreneurs not only posses the entrepreneurial skills of early generations, but are more educated and have gained credible experience within mainstream Corporate America. An important statistic, which highlights this trend, is the number of minority students conferred with a Master of Business Administration (MBA) degree. This has increased over 300% since 1977.


This generation of entrepreneurs is focused on business-to-business market segments (construction, energy, distribution, transportation etc.) A look at the top minority businesses with sales greater than $200 million indicates that three quarters of these companies are in the business to- business segments.


These minority-owned and operated businesses compete in different sectors of the mainstream economy. Those that historically focused on minority niche markets now participate in broader new segments to achieve profitable growth.


Notwithstanding, minorities ownership rates, compared with non-minority business ownership rates, reveal striking differences. Estimates from the 2000 Census indicates that 11.8% of non-minority workers are self-employed business owners, whereas only 4.8% of African-American workers and 7.2% of Latino workers are business owners.


In addition to lower rates of business ownership, minority owned firms are less successful on average than non-minority firms. In particular, minority firms have lower sales, hire fewer employees, and have smaller payrolls than non-minority owned businesses. Minority-owned businesses also have lower sales and end-of-year assets, and are younger than businesses owned by non-minorities.


The relatively smaller number and weaker performance of minority-owned businesses in the US is a major concern among policymakers.  A large number of federal, state, and local government programs and private organizations have provided set-asides and loans to minorities, women, and other disadvantaged groups.


The goal of Gateway Certifications, Inc. is to support and assist minority owned businesses apply for and successfully complete and receive various federal, state, city, and private sector certifications so that these businesses may develop with the goal that they will successfully compete in the marketplace without the need for government assistance.

 

SALES AND MARKET STRATEGY


Our strategy is to achieve high levels of customer satisfaction and repeat business and to establish recognition and acceptance of our business.  


The Company will market its services directly to senior executives of upscale women and minority owned businesses. The Company will employ a variety of business development and marketing techniques to communicate directly with prospective clients, including print advertising, press releases, attending certification seminars and authoring of articles and other publications related to the certifying organizations and programs and the Company's methodologies and processes.

 

The Company believes that a significant portion of new business will arise from prior client engagements. The Company believes that clients will frequently expand the scope of services to add complementary activities. Also, the Company believes that its presence and access to senior executives during the certification process will afford it the opportunity to become aware of, and to help define, additional project opportunities as they are identified by the client. We believe that strong client relationships will arise during the certification process and facilitate the Company's ability to market additional capabilities to its clients in the future.



25






Print Advertising


Gateway’s primary marketing efforts will center on paid advertisements in major magazines and trade journals. The Company will run periodic ads in business, women and minority oriented magazines and journals including (but not limited to or including all of) the following:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inc.

Crain's

Essence

 

 

 

 

Latino Future

Minority Business Entrepreneur

Hispanic Business  

 

 

 

 

Latina

Minority Business News

Today's Black Woman

 

 

 

 

Latin Trade

Black Business Monthly  

Working Woman

 

 

 

 

Woman's Day

Cosmopolitan

Redbook

 

 

 

 

Vibe

Black Collegian

Black Enterprise

 

 

 

 

O, The Oprah Magazine

Black Tech Magazine

Upscale

 

 

 

 

Asia Inc.

Fast Company

Ebony

 

 

 

 

Asian Enterprise

Asian American Observer

JadeMagazine.com



We believe that building awareness of our certification service offerings will be critical in creating our customer base.  We plan to market and advertise to enhance our brand recognition with Disadvantaged Business Owners.   We also plan to advertise through traditional and non- traditional media such as local newspapers and industry-specific publications, as well as over the Internet.  See “Use of Proceeds” on page 14.


Certification Manual


The Company is currently in the process of developing a manual that contains all of the official instructions and guidelines for women and minority owned business certification, including instructions and guidelines for each state’s processing centers.


The Manual will contain every states certification application, including the names, addresses and current contact information for every certifying agency available in the United States. The Manual will describe in detail every major application thereby allowing the applicant to determine the applicable certifications it qualifies for, appropriate certifications based on industry specific qualifiers, and identify the certifications that will provide the largest market share for the prospective applicants business.


The Manual will be structured by state and will contain a straight-forward business guide on the entire process of minority and women owned business certification and will contain the following applications: WBE, MBE, DBE, 8a and SDB. The Manual will be professionally edited and written to be easily understood.  Once completed, the Manual will be available for purchase on the Company’s website.


Gateway Website


The Company is currently in the process of completing the development of its company website. We intend to market our website to both women and minority-owned businesses, focusing our marketing efforts according to specific product and service industries. 


COMPETITION


Providing professional certification and SDP support services to Disadvantaged Business Owners is a highly competitive business.  The market for professional certification services to Disadvantaged Business Owners is intensely competitive, highly fragmented and subject to rapid change. Some of our principal competitors are:


Ø

EZCertify.com, a company founded in 1999 with offices in Haymarket, Virginia, which offers SBA, 8(a) BD and SDB certification.




26






Ø

MBWE.com, which provides nationwide services to minority and women businesses to educate, mentor, and help leverage their capabilities to maximize opportunities and promote sustainability. MWBE.com also assisting public agencies and prime contractors find qualified, certified MWBE companies that have the capability to meet or exceed requirements for products and services.


Ø

MWBE Enterprises, Inc., which was established in 1998 is to assist women-owned businesses and minority-owned businesses in successfully achieving either Women's Business Enterprise certification (WBE), Minority Business Enterprises certification (MBE), Disadvantaged Business Enterprise (DBE) certification, 8a and or SDB designation


Ø

 MinorityCertificaitons.com, affiliated with Business Polish, is full service small business consulting company specializing in small business certifications and marketing. The company assists companies with various types of certifications at the national, federal, state, city and county level.


Gateway’s certification and SDP support services also competes with (i) law firms, (ii) independent firms which offer one or more of the services offered by the Company, (iii) smaller firms that have created a specialized niche in the marketplace, (iv) start-up companies entering the market, (v) federal and state government agencies and associations with in-house capabilities and (vi) subsidiaries of large corporations which offer one or more of the services offered by the Company.  Many of the Company’s competitors are larger and have greater financial resources. Many of these companies have a national presence and may have greater personnel, financial, technical and marketing resources.


We also believe our ability to compete depends on a number of factors outside of our control, including:


·

the prices at which others offer competitive services, including aggressive price competition and discounting on individual engagements;


·

the ability and willingness of our competitors to finance customers' projects on favorable terms;


·

the ability of our competitors to undertake more extensive marketing campaigns than we can;


·

the extent, if any, to which our competitors develop proprietary tools that improve their ability to compete with us;


·

the ability of our customers to perform the services themselves; and


·

the extent of our competitors' responsiveness to customer needs.


In order to be competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace.  We must establish our name as a reliable and constant source for professional certification and SDP support services. Any significant increase in competitors or competitors with better, more efficient services could make it more difficult for us to gain market share or generate revenues.   


GOVERNMENT REGULATIONS


Federal and state governments have adopted laws and regulations governing certification standards and requirements. We strive to comply with all applicable existing statutory and administrative rules and cannot predict the effect on our operations from the issuance of additional regulations in the future.



27






PATENTS, TRADEMARKS AND LICENSES


Gateway Certifications, Inc. currently holds no patents, trademarks or licenses.


EMPLOYEES


As of October 1, 2006 the Company had no employees. Depending on service demand, the Company intends to contract independent consultants on a temporary and part-time basis until there is need for full-time personnel.   


PROPERTY


At the present time, Gateway’s principal office is located at 250 West 57 th Street, Suite 917, New York, New York, 10107. These offices are being utilized, rent-free, by Gateway and are leased by Sarfoh & Associates, LLP, of which Mr. Sarfoh is a partner. There currently is no written agreement between Sarfoh & Associates, LLP and Gateway concerning the Company’s rent-free use of office space. At such time, Gateway does not anticipate purchasing any real estate, nor, does it anticipate purchasing any real property for its office. Management for Gateway believes that the rent-free space will be sufficient for the needs of the Company for at least the next 12 months or until such time where company growth necessitates the need to find larger office space. Management believes that amounts saved on office rent enable Gateway to target limited resources on Company growth strategies.


LEGAL PROCEEDINGS


No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.


MANAGEMENT


Executive Officers and Directors


Our executive officers and directors, and their ages and positions as of the date of this memorandum, are as follows:


Name

Age

Position

Kwajo Sarfoh

34

CEO, President, Director

Michael Belton

34

CFO,  Secretary, Director


Kwajo Sarfoh has served as our CEO, President and Director since we were incorporated in August of 2006. Mr. Sarfoh currently practices law at Sarfoh & Associates, LLP, a New York based firm that began in May 2005.  Mr. Sarfoh is presently the CEO of Securitas Edgar Filings, LLC, an EDGAR filing company formed in October 2005 that assists publicly traded companies with their reporting requirements. From November 2003 to February 2005, Mr. Sarfoh was employed at Ernst & Young LLP as a senior tax associate in the Mergers & Acquisitions Transaction Advisory Services Group. Beginning August 2001 through November 2003, Mr. Sarfoh worked at Deloitte & Touche LLP as a federal tax consultant. Beginning August 2002 to January 2005, Mr. Sarfoh served as the CEO of Cape Coastal Trading Corporation, an importer of African artworks and crafts.  Mr. Sarfoh received a bachelor degree in economics from the State University of New York at Albany, a law degree from Boston University Law School, a masters in business administration from Boston University School of Management, and a masters of law in taxation from Georgetown University Law Center.



28






Michael Belton has served as our CFO, Secretary and Director since we were incorporated in August 2006. Mr. Belton is currently a member of Montana Golf, LLC, a real estate development company formed in September 2006, and BeMoure & Duffy, LLC an architectural design firm formed in August 2006 where he serves as CFO. From September 2004 through November 2006 Mr. Belton served as a VP of Citibank N.A. in the Business Relationship Manager division serving the $0M-20M sales market. Prior to his position at Citibank N.A., Mr. Belton worked at Ceridian (Chase N.A.) as an Area VP for small businesses ranging from 25-450 employees. Mr. Belton received a B.S in Economics and Political Science from Northeastern University in 1994.



EXECUTIVE COMPENSATION


Mr. Sarfoh and Mr. Belton do not currently receive a salary. At a future date, dependent upon favorable market demand and initial stable revenues, the Company may negotiate with these two executive officers for compensation for their services and enter into a formal employment contract subject to approval by the board of directors.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of the date of this memorandum, the number of shares of common stock owned of record and beneficially by executive officers, directors, persons who hold 5% or more of our outstanding common stock, and by all officers and directors as a group:

 

 

Number of Shares

Percentages

Name and Address (1)(2)

Owned Beneficially

Before Offering

After Offering

Kwajo M. Sarfoh

4,387,500

65.0%

57.0%

Michael Belton

2,362,500

35.0%

30.0%

All officers and directors as a group

6,750,000

100.0%

87.0%


(1)

The persons named in the above table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

(2)

Business Address is 250 West 57 th Street, Suite 917, New York, NY 10107.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On September 29, 2006, the Company issued 4,387,500 shares of the Company’s common stock, par value $.001, to Kwajo Sarfoh in consideration for $4,387.50 Mr. Sarfoh contributed to the Company. On September 30, 2006, the Company issued 130,980 shares of the Company’s common stock, par value $.001, to Michael Belton in consideration for $130.98 Mr. Belton contributed to the Company. On October 27, 2006, the Company issued an additional 2,231,520 shares of the Company’s common stock, par value $.001, to Michael Belton in consideration for $2,231.52 Mr. Belton contributed to the Company.


As at December 1, 2006, two directors and officers own more than 10% each of the Company, and together this group controls 100% of the common stock of the Company.


We currently utilize office space on a rent-free month-to-month basis from Sarfoh & Associates, LLP, of which Mr. Sarfoh is a partner.



29






DESCRIPTION OF CAPITAL STOCK


We have authorized capital stock consisting of 50,000,000 shares of common stock, $.001 par value per share.


Common Stock


We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share.  As of December 1, 2006, we had 6,750,000 shares of common stock issued and outstanding. All of these shares are validly authorized and issued, fully paid, and nonassessable.  


The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders. Holders of our common stock are entitled to receive ratably dividends as may be declared by our board of directors out of funds legally available for such purpose. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining, if any, after payment of liabilities. Holders of our common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.


Registration Rights


We have agreed to provide certain registration rights with respect to the shares of our common stock purchased in this offering.  We plan to file a registration statement within 45 days of closing this offering. See the Registration Rights Agreement attached hereto as Exhibit B .



SHARES ELIGIBLE FOR FUTURE SALE


Future sales of substantial amounts of our common stock could adversely affect prices of our common stock prevailing from time to time, and could impair our ability to raise capital through the sale of equity securities.


Upon completion of this offering, assuming the sale of 1,000,000 shares and certain other issuances discussed elsewhere in this memorandum, there will be 7,750,000 shares of common stock outstanding.  All of the shares sold in this offering will be issued pursuant to exemptions from registration under the Securities Act.  All such shares will constitute restricted securities as that term is defined by Rule 144 of the Securities Act and will bear appropriate legends, restricting transferability.


Restricted securities may not be sold except pursuant to an effective registration statement filed by the Company or an applicable exemption from registration, including an exemption under Rule 144 promulgated under the Securities Act.  


In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who owns shares that were purchased from us (or any affiliate) after at least one year passes, including a person who may be deemed our affiliate, will be entitled to sell within any three-month period a number of shares that does not exceed 1% of the then outstanding shares of our common stock.


Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.  Any person (or persons whose shares are aggregated) who is not deemed to have been our affiliate at any time during the 90 days preceding a sale, and who owns shares within the definition of “restricted securities” under Rule 144 under the Securities Act that were purchased from us (or any affiliate) at least two years previously, would be entitled to sell such shares under Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements.




30






As of the date of this memorandum, none of our issued and outstanding shares have been held by our shareholders long enough for sale under Rule 144.  See the sections entitled “Risk Factors, Risks Relating to this Offering” for information regarding the current inability to sell shares of our common stock under Rule 144.


PLACEMENT OF THE OFFERING


Our officers and directors will sell or arrange for the sale of the shares of our common stock being offered herein.  The shares will be offered on a “best-efforts” no minimum basis.  The offering will remain open until January 31, 2007 unless the offering is completed or terminated earlier in our sole discretion.   We may extend the offering for an additional sixty (60) days in our sole discretion.  Our officers and directors will not receive any sales commissions or compensation, other than their regular salary or fee, if any, for shares of our common stock sold by them.


The shares are offered by us subject to prior sale, subject to certain conditions including prior approval of certain legal matters by our counsel, subject to our right to accept or reject subscriptions in our sole discretion and subject to withdrawal or modification of such offer without notice.


Prior to the offering, there has been no public market for our common stock and no such market is expected to develop with respect to our common stock unless and until we complete a public offering, if ever.  We have arbitrarily determined the price of $.10 per share of our common stock in this offering. The factors which we considered in determining the offering price include, among others, our past, present and projected results of operations, the future prospects for the industry in which we compete and/or propose to compete, the quality of our management, the current market prices of similar securities of early-stage companies and the general condition of the securities markets at the time of the offering, as well as the information generally set forth in this memorandum regarding us.  The offering price however, should not be considered as an indication of the actual value of our common stock.  After completion of this offering, the market price of our common stock is subject to change as a result of market conditions and other factors.  An investor in shares of our common stock in this offering will incur substantial and immediate dilution in the net tangible book value per share of common stock from the price they pay for such share.  See the section entitled “Risk Factors, Risk Related to This Offering” elsewhere in this memorandum.


Each prospective investor must complete and submit the Subscription Agreement, and Purchaser Representative Questionnaire, if applicable, both of which are included in Exhibit A attached hereto.



LEGAL MATTERS


The validity of the shares of common stock offered hereby will be passed upon by Robert Diener, Esq.



EXPERTS


D'Arcangelo & Co., LLP, has reviewed the balance sheet of Gateway Certifications, Inc. as at September 30, 2006 and the related statements of loss, stockholders’ deficiency and cash flows for the period from inception (August 30, 2006) to September 30, 2006, as set forth in their report.  



ADDITIONAL INFORMATION


This memorandum does not contain all of the information with respect to the various agreements and other documents referred to herein.  The delivery of this memorandum at any time does not imply that the information contained herein is correct as of any time subsequent to the date hereof.  For further information with respect to us and the shares of common stock being offered hereby, any prospective purchaser should contact Kwajo Sarfoh, Chief Executive Officer, at Gateway Certifications, Inc., 250 West 57 th Street, Suite 917, New York, NY 10107 or at (800) 933-9664.



31










[This space intentionally left blank]



32



Exhibit A


Gateway Certifications, Inc.

A Nevada Corporation


Instructions For Completion of Subscription Documents


All persons who wish to purchase shares of common stock, par value, $.001 per share (the “Shares”), of Gateway Certifications, Inc. (“Company”), a Nevada corporation, must carefully read and execute the attached documents according to the following instructions and return them to Gateway Certifications, Inc., c/o Kwajo Sarfoh, 250 West 57 th Street, Suite 917, NY, NY 10107;  NO SUBSCRIPTIONS CAN OR WILL BE ACCEPTED UNLESS THE SUBSCRIPTION DOCUMENTS WHICH FOLLOW ARE COMPLETED IN FULL ACCORDING TO THE INSTRUCTIONS WHICH FOLLOW.


A.

Subscription Agreement


This document, which makes certain representations concerning the prospective investor, must be completed as follows:


1.

Fill in the name, address and background information required by questions 1 through 6 and the accredited investor category and related business and financial data required by question 7 appearing on pages 2 through 4.


2.

Insert the number of Shares subscribed for and the total cash payable at closing ($.10 times the number of Shares subscribed for) in question 13 on page 7.  (There is a minimum purchase of 10,000 Shares unless a subscription for less is approved by the Company).


3.

Complete the ownership registration information required by question 14 on page 7.


4.

Date, sign and complete the information called for on the Signature Page on page 8.


B.

Broker/Dealer Certification


If a broker/dealer participated in the sale of the Shares, the participating broker/dealer should complete and return the Broker/Dealer Certification appearing on page 9.


C.

Purchaser Representative Questionnaire


If you are relying upon another person to analyze this investment or otherwise in making your investment decision, such person must complete, date and sign the Purchaser Representative Questionnaire on pages 10 through 11.  In addition, you must acknowledge such person as your Purchaser Representative by signing on page 11.


D.

Initial Capital Contribution


Please make your check payable to the order of “Gateway Certifications, Inc.” in the amount of $.10 times the number of Shares subscribed for and return the same to the Company. Please note that the minimum investment is 10,000 shares, or $1,000.00, although we may, in our sole discretion, accept subscriptions for a lesser amount.  






GATEWAY CERTIFICATIONS, INC.

A Nevada Corporation



SUBSCRIPTION AGREEMENT


Kwajo Sarfoh

Gateway Certifications, Inc.

250 West 57 th Street, Suite 917

NY, NY 10107


Dear Ladies and Gentleman:


The following information is furnished as the undersigned’s subscription for shares of common stock, $.001 par value per share (the “Shares”), offered by Gateway Certifications, Inc. , a Nevada corporation (the “Company”) and for you to determine whether the undersigned is qualified to purchase Shares.  I, the undersigned, understand that you will rely upon the following information for purposes of such determination and that the Shares will be registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemption from registration provided by Rule 506 of Regulation D and comparable provisions of applicable state securities laws.


I also understand that, in connection with my status as an Accredited Investor as defined by Rule 215 of the Act, I may be required to supply a balance sheet, prior years federal income tax returns or other appropriate documentation to verify and substantiate my status as an Accredited Investor.


ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED CONFIDENTIALLY.  However, it is agreed that you may present this document to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Shares is exempt from registration under the Act or meets the requirements of applicable state securities laws.  I understand that a false statement by me will constitute a violation of my representations and warranties under this Subscription Agreement and may also constitute a violation of law, for which a claim for damages may be made against me.  My investment in the Shares will not be accepted until the Company determines that I satisfy all of the suitability standards established by the Company.


I, the undersigned Subscriber, hereby supply you with the following information and representations:


1.

Full Name:                                                                                                                                                            



2.

Residence address (no P.O. Boxes please) and telephone number:                                                          

                                                                                                                                                                             

                                                                                                                                                                             



3.

Business address and telephone number:                                                                                                     

                                                                                                                                                                             

                                                                                                                                                                             



4.

State in which the undersigned maintains principal residence:                                                                  


 

5.

State in which the undersigned is registered to vote:                                                                                  





2




6.

If this investment is to be made by an entity (i.e. pension plan, profit sharing plan, trust, etc.), the undersigned further represents to you as follows:


A.

Name and address of entity making purchase (use full legal name):                                                   

                                                                                                                                                               

                                                                                                                                                               



B.

Name and address of person making investment decisions on behalf of the above entity:           

                                                                                                                                                               

                                                                                                                                                               


 

C.

Position or title of person making investment decision on behalf of the above entity:                   

                                                                                                                                                               



7.

A.   I certify that I am an Accredited Investor because I fall within one of the following categories:


(PLEASE CHECK APPROPRIATE CATEGORY)


1.

        

$1,000,000 Net Worth Natural Person.  A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000.

  

  

2.

        

$200,000 Income Natural Person.  A natural person who had “individual income” in excess of $200,000 in each of the two most recent years and who reasonably expects “income” in excess of $200,000 in the current year.


3.

        

$300,000 Income Natural Person.  A natural person who had “joint income” with his or her spouse in excess of $300,000 in each of the two most recent years and who reasonably expects joint income in excess of $300,000 in the current year.


4.

        

Corporate, Partnership or Trust Investor.  The investor is a corporation, partnership or trust, not formed for the specific purpose of acquiring the securities offered herein, with total assets in excess of $5,000,000 and in the case of a trust, whose purchases are directed by a sophisticated person.


5.

        

Bank, Insurance Company, Investment Company, Business Development Company, etc., Investor.  The investor is a bank, insurance company, registered investment company, business development company, small business investment company or employee benefit plan having assets in excess of $5,000,000 or administered by an accredited investor.


6.

        

Officers of Company.  The investor is an executive officer or director of the Company.


B.

I represent that I am not an accredited investor. _______


C.

I further represent to you as follows:


1.

Employer and position of person making investment decision:____________________________

___________________________________________________________________________




3




2.

Prior employment (5 years) of person making investment decision:


(1)

________________________________________________________________________

(2)

________________________________________________________________________


Duties of (1)  ________________________________________________

Duties of (2)  ________________________________________________


Date of employment:


(1)

________________________________________________________________________

(2)

________________________________________________________________________



3.

Prior Investments of Purchaser:


Amount (Cumulative):


Real Estate

Up to

$50,000 to

Over

None         

$50,000       

$150,000      

$150,000       


Common Stock

Up to

$50,000 to

Over

None         

$50,000       

$150,000      

$150,000       


Bonds

Up to

$50,000 to

Over

None         

$50,000       

$150,000      

$150,000       


Other

Up to

$50,000 to

Over

None         

$50,000       

$150,000      

$150,000       


4.

My “Individual Income” from all sources, is at least:


2004 (actual)

      $50,000

      $100,000

      $200,000

2005 (actual)

      $50,000

      $100,000

      $200,000

2006 (actual)

      $50,000

      $100,000

      $200,000


5.

My personal net worth, either individually or with my spouse, is in excess of:


       

$250,000, exclusive of homes, home furnishings and automobiles.

       

$500,000, exclusive of homes, home furnishings and automobiles.

       

$750,000, exclusive of homes, home furnishings and automobiles.

       

$1,000,000, including all personal assets and liabilities


6.

I represent that I either:


(PLEASE CHECK APPROPRIATE CATEGORY)


       

Have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Shares and am not relying upon a Purchaser Representative and do not need one; or


       

Have obtained the services of a Purchaser Representative as defined in Regulation D (“Purchaser Representative”), in connection herewith whose name is: ____________________________________________________________________________________________________________



4




(The Purchaser Representative submits for your files a copy of the attached Purchaser Representative Questionnaire.)  The undersigned and the above named Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the Shares.


8.

Representations and Warranties .  I, the undersigned, represent and warrant as follows:


A.

I am purchasing the Shares and I have been supplied with a Memorandum dated December 1, 2006.  I understand that all documents, records and books pertaining to this investment have been made available by the Company for inspection by me or my attorney, accountant or Purchaser Representative.  I am familiar with the Company’s business objectives and the financial arrangements in connection therewith and I believe that the Shares I am purchasing are the kind of securities that I wish to hold for investment and that the nature and amount of the Shares are consistent with my investment program.  I, and my advisor(s), have had a reasonable opportunity to ask questions of and receive answers from the Company, concerning the Company and the Shares and all such questions have been answered to my full satisfaction.  I, or my representatives, have made such investigation of the facts and circumstances regarding my purchase of the Shares as I have deemed necessary.  


B.

Subject to the terms and conditions hereof, I hereby irrevocably tender this Subscription Agreement for the purchase of the number of Shares indicated in Paragraph 13 below.  Payment of the full amount of $.10 per Share accompanies the delivery of this Subscription Agreement.  I am aware that the subscription herein is irrevocable but that the Company has the unconditional right to accept or reject this subscription in whole or in part, and that the sale of Shares pursuant hereto is subject to the approval of certain legal matters by counsel and to other conditions.  If my subscription is not accepted for any reason whatsoever, my money will be returned in full, without interest thereon or deduction therefrom, and the Company will be relieved of any responsibility or liability which might be deemed to arise out of my offer to subscribe for Shares.


C.

I have, either alone or together with my Purchaser Representative, such knowledge and experience in business and financial matters as will enable me to evaluate the merits and risks of the prospective investment and to make an informed investment decision.  I am also aware that no state or federal agency has reviewed or endorsed the Shares, and that the Shares involve a high degree of economic risk.


D.

I have been advised and am fully aware that investing in securities such as the Shares is a speculative and uncertain undertaking whose advantages and benefits are generally limited to a certain class of investors that Shares may be sold only to persons who understand the nature of the proposed operations of the Company and for whom the investment is suitable.


E.

I have relied on my own tax and legal advisor and my own investment counselor with respect to the income tax and investment considerations of a purchase of Shares.




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F.

I understand that the Company has not registered the Shares under the Act or the applicable securities laws of any state in reliance on exemptions from registration.  I further understand that such exemptions depend upon my investment intent at the time I acquire the Shares, I therefore represent and warrant that I am purchasing the Shares for my own account for investment and not with a view to distribution, assignment, resale or other transfer of the Shares.  Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Shares.  Because the Shares are not registered, I am aware that I must hold them indefinitely unless they are registered under the Act and any applicable state securities laws or I must obtain exemptions from such registration.  I acknowledge that the Company is under no duty to comply with any exemption in the connection with my sale, transfer or other disposition under applicable rules and regulations.  I understand that in the event I desire to sell, assign, transfer, hypothecate or in any way alienate or encumber my Shares in the future, the Company can require that I provide, at my own expense, an opinion of counsel satisfactory to the Company to the effect that such action will not result in a violation of applicable federal or state securities laws and regulations or other applicable federal or state laws and regulations.


G.

The solicitation of an offer to purchase the Shares was directly communicated to me and any Purchaser Representative that I might have, through this Subscription Agreement.  At no time was I presented with or solicited by or through any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising in connection with such communicated offer.


H.

I recognize that an investment in the Shares involves certain risks and I (and my Purchaser Representative) have taken full cognizance of and understand all of the risk factors related to the business objectives of the Company and the purchase of the Shares.


I.

All information which I provided herein including, without limitation, information concerning myself and my financial position and my knowledge of financial and business matters and that of my Purchaser Representative, is correct and complete as of the date hereof and if there should be any material change in such information prior to the acceptance of this Subscription Agreement, I will immediately provide the Company with such information.


J.

If the Subscriber is a corporation, partnership, trust or other entity, it is authorized and otherwise duly qualified to purchase and hold Shares; and such entity has not been formed for the specific purpose of acquiring Shares.  If the Subscriber is a trustee and is acquiring the Shares for the trust of which he is a trustee, he has sought the advise of counsel regarding whether the purchase of the Shares is an authorized trust investment and has been advised by counsel that, after reviewing the applicable state law and the terms of the trust investment