Registration No. 333-144228
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Gateway Certifications, Inc. (Name of Small Business Issuer in Its Charter) |
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Nevada (State or Other Jurisdiction of Incorporation or Organization) |
8742 (Primary Standard Industrial Classification Code Number) |
20-5548974 (IRS Employer Identification No.) |
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250 West 57th Street, Suite 917 New York, NY 10107 (212) 586-6103
(Address and Telephone Number of Principal Executive Offices and Principal Place of Business) |
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Robert L. B. Diener, Esq. Law Offices of Robert Diener 122 Ocean Park Blvd., Suite 307 Santa Monica, CA 90405 Telephone: (310) 396-1691 Facsimile: (310) 362-8887
(Name , Address and Telephone Number of Agent For Service) |
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT APPLICABLE.
If any of the securities being registered on this Form 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 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 registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ]
EXPLANATORY NOTE
Gateway Certifications, Inc.’s, a Nevada corporation, (the “Company”) Registration Statement (Registration No. 333-144228) (the “Registration Statement”) was declared effective on July 16, 2007 for the purpose of registering (1) 367,000 shares of common stock offered for resale by 30 of the Company’s shareholders and (2) a maximum of 500,000 shares of common stock offered for sale by the Company on a best-efforts basis (the “Offering”) under the Securities Act of 1933. The Company sold 26,000 shares of common stock pursuant to this Offering.
This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registration Statement of Company pursuant to Item 512(a)(3) of Regulation S-B to remove from registration any of the securities that remained unsold by the Company at the termination of the offering. In accordance with Item 512 of Regulation S-B, the Company is removing from registration the remaining 499,974 shares which were unsold by the Company at the end of the offering.
Accordingly, the Company files this Post-Effective Amendment No. 1 to the Registration Statement to deregister all shares under the Offering that remain unsold by the Company as of the date hereof.
The Registration Statement shall remain effective as to the 367,000 shares of common stock offered for resale by 30 of the Company’s shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Gateway Certifications, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on February 11, 2008.
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Date: February 11, 2008 |
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By: /s/ Lawrence Williams, Jr. (Signature) Name: Lawrence Williams, Jr. Title: Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, Director |
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on January 11, 2008.