UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
GATEWAY CERTIFICATIONS, INC .
Commission File Number: 333-144228
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Nevada |
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20-5548974 |
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(State of organization) |
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(I.R.S. Employer Identification No.) |
250 West 57 th Street
Suite 917
New York, New York 10107
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(Address of principal executive offices)
(212) 586-6103
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Registrant’s telephone number, including area code
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer o |
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Accelerated Filer o |
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Non-Accelerated Filer o (Do not check if a smaller reporting company) |
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Smaller Reporting Company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
As of May 19, 2008, there were 8,343,000 outstanding shares of the registrant's common stock, $.001 par value per share.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
ITEM 1.
INTERIM FINANCIAL STATEMENTS
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYYSIS OR PLAN OF OPERATIONS
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS AND PROCEDURES
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
ITEM 1A
RISK FACTORS
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.
OTHER INFORMATION
ITEM 6.
EXHIBITS
SIGNATURES
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GATEWAY CERTIFICATIONS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)
March 31, 2008 and December 31, 2007
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March 31, 2008 |
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December 31, 2007 |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ 12,941 |
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$ 18,019 |
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Total current assets |
12,941 |
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18,019 |
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Equipment, net of accumulated depreciation |
1,287 |
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1,383 |
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of $608 and $512, respectively |
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$ 14,228 |
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$ 19,402 |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Unearned revenue |
$ 2,000 |
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$ - |
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Franchise tax payable |
- |
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450 |
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Rent payable |
1,193 |
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- |
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Commission payable |
750 |
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450 |
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Professional fees payable |
4,500 |
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3,085 |
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Total current liabilities |
8,443 |
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3,985 |
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Stockholders' equity |
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Common stock $.001 par value, 50,000,000 shares |
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authorized, 8,343,000 shares issued and outstanding |
8,343 |
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8,343 |
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Additional paid in capital |
41,507 |
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41,507 |
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Deficit accumulated during the development stage |
(44,065) |
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(34,433) |
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Total stockholders' equity |
5,785 |
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15,417 |
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Total liabilities and stockholders' equity |
$ 14,228 |
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$ 19,402 |
See accompanying notes to condensed financial statements
GATEWAY CERTIFICATIONS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31, 2008 and March 31, 2007
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Three Months |
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Cumulative From Inception |
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Ended |
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(August 30, 2006) to |
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March 31, |
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March 31, |
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2008 |
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2007 |
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2008 |
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Revenue |
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Consulting income |
$ 1,000 |
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$ 2,000 |
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$ 4,500 |
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Commission expense |
300 |
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750 |
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Net revenue |
700 |
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2,000 |
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3,750 |
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General and administrative expenses |
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Organization costs |
- |
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- |
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752 |
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Advertising and promotion |
820 |
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- |
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1,910 |
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Computer and internet expense |
322 |
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- |
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1,693 |
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Depreciation expense |
96 |
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96 |
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608 |
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Filing fees, dues and subscriptions |
444 |
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- |
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5,486 |
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Legal fees |
- |
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- |
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1,000 |
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Outside services |
- |
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- |
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1,200 |
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Office expense |
152 |
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1,800 |
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3,650 |
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Rent expense |
3,580 |
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- |
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15,141 |
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Telephone expense |
331 |
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- |
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1,657 |
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Professional fees |
4,500 |
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- |
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14,795 |
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Other expense |
87 |
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- |
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300 |
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Franchise taxes |
- |
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- |
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900 |
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Total general and administrative expenses |
10,332 |
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1,896 |
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49,092 |
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Income/(loss) from operations |
(9,632) |
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104 |
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(45,342) |
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Other income/(expense) |
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Miscellaneous income |
- |
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- |
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1,523 |
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Interest expense |
- |
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- |
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(246) |
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Total other income/(expense) |
- |
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- |
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1,277 |
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Net income/(loss) before income taxes |
(9,632) |
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104 |
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(44,065) |
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Federal income tax expense |
- |
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36 |
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- |
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Net income/(loss) from operations |
$ (9,632) |
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$ 68 |
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$ (44,065) |
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Net loss per common shares outstanding |
$ (0.0012) |
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$ 0.0000 |
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Weighted average shares outstanding: |
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Basic and diluted |
8,343,000 |
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7,954,124 |
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See accompanying notes to condensed financial statements
GATEWAY CERTIFICATIONS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31, 2008 and March 31, 2007
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Three Months |
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Cumulative From Inception |
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Ended |
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(August 30, 2006) to |
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March 31, |
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March 31, |
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Cash flows from operating activities |
2008 |
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2007 |
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2008 |
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Net income/(loss) from operations |
$ (9,632) |
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$ 68 |
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$ (44,065) |
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Adjustments to reconcile net income/(loss) to net |
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cash used in operating activities |
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Depreciation |
96 |
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96 |
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608 |
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Outside services in exchange for common stock |
- |
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- |
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1,200 |
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Increase in other receivable |
- |
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(165) |
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- |
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Increase/(decrease) in: |
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Unearned revenue |
2,000 |
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(2,000) |
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2,000 |
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Income tax payable |
- |
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36 |
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- |
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Franchise tax payable |
(450) |
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- |
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- |
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Rent payable |
1,193 |
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- |
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1,193 |
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Commission payable |
300 |
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- |
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750 |
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Professional fees payable |
1,415 |
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- |
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4,500 |
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Net cash used in operating activities |
(5,078) |
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(1,965) |
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(33,814) |
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Cash flows from financing activities |
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Proceeds from issuance of common stock |
- |
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36,700 |
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46,755 |
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Net increase/(decrease) in cash |
(5,078) |
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34,735 |
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12,941 |
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Cash , beginning of period |
18,019 |
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3,390 |
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- |
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Cash , end of period |
12,941 |
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38,125 |
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12,941 |
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See accompanying notes to condensed financial statements
GATEWAY CERTIFICATIONS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2008
1.
Basis of Presentation
The accompanying unaudited interim condensed financial statements of Gateway Certifications, Inc. and the information for Form 10-QSB 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 10-KSB/A. 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 10-KSB/A have been omitted.
2.
Common Stock
On April 22, 2008, Gateway Certifications, Inc.’s common stock was cleared for quotation on the OTC Bulletin Board and Pink Sheets. Our trading symbol is GWYC.OB.
2.
Basic and Diluted Net (Loss) Per Share
The basic net (loss) per common share is computed by dividing the net (loss) by the weighted average number of common shares outstanding. Diluted net (loss) per common share is computed by dividing the net (loss) adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.
Forward-Looking Statements
This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this report on Form 10-Q, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis or Plan of Operation" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.
Overview and Plan of Operation
A brief history and recent developments
Gateway Certifications, Inc. (“Gateway” or the “Company”) was incorporated on August 30, 2006 and became a reporting public company in July 2007. We are headquartered in New York City. 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 .
In company with federal agencies and private organizations, Gateway recognizes the historical lack of access that women, minorities and other qualifying individuals have had to the resources needed to develop their small businesses.
How we generate revenue
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 assists 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 a certified Minority Business, once certified, Minority Businesses achieve preferential access to bid for contracts for goods or services that are related to their respective business concerns.
Results of Operations for the Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007
Our certification and supplier diversity consulting income during the three months ended March 31, 2008 resulted in revenues of $1,000 as compared to the three months ended March 31, 2007 where we had $2,000 in revenues. This was a decrease of $1,000, or 50%. The decrease in certification and supplier diversity consulting income was due to the fact that we were not successful in converting our pipeline of certification and supplier diversity consulting into contracts for the period.
General and administrative expenses for the three months ended March 31, 2008 were $10,332. This was an increase of $8,436, or 445%, as compared to general and administrative expenses of $1,896 for the three months ended March 31, 2007. During the three months ended March 31, 2008, we incurred significant professional services fees in the amount of $4,500, filing fees, dues and subscription costs of $444,
advertising and promotional expenses of $820, computer and internet expenses of $322, rent expenses of $3,580, office expenses of $152, telephone expenses of $331, depreciation expenses of $96, and other miscellaneous operating expenses amounting to $87.
Depreciation expense for the three months ended March 31, 2008 was $96. This is an increase of $0, or 0%, as compared to depreciation expense of $96 for the three months ended March 31, 2007.
We had net loss of $9,632 (or basic and diluted loss per share of $0.0012) for the three months ended March 31, 2008, as compared to net income of $68 (or basic and diluted loss per share of $0.0000) for the three months ended March 31, 2007. The increase in net loss was primarily due to the increase in general and administrative expenses, discussed above, that arose from an increase in operating activities and expenses associated with our registration statement filed on Form SB-2.
Liquidity and Capital Resources
We had total assets of $14,428 as of March 31, 2008. This consisted of total current assets of $12,941, a decrease of $5,078, or 29%, as compared to current assets of $18,019 for the year ended December 31, 2007. Other assets as of March 31, 2008 included property and equipment of $1,287 net of $608 of accumulated depreciation. Based on the amount of cash on our balance sheet and our anticipated revenues, we believe that we have sufficient funds to operate beyond the next quarter without further financing.
We had working capital of $5,785 as of March 31, 2008.
We had total liabilities of $8,443 as of March 31, 2008, which consisted solely of current liabilities. This was an increase of $4,458, or 112%, as compared to total liabilities of $3,985 for the period ended December 31, 2007.
We had an accumulated deficit of $44,065 as of March 31, 2008. This was an increase of $9,632, or 28%, as compared to an accumulated deficit of $34,433 for the period ended December 31, 2007.
We had net cash used in operating activities of $5,078 for the three months ended March 31, 2008, which consisted of net loss of $9,632, depreciation of $96, unearned revenue of $2,000, franchise taxes payable of $450, rent payable of $1,193, commission payable of $300, and professional fees payable of $1,415. The net cash used in operating activities of $5,078 for the three months ended March 31, 2008 represented an increase of $3,113, or 160%, as compared to net cash used in operating activities of $1,965 for the three months ended March 31, 2007.
We had $0 in net cash provided by financing activities for the three months ended March 31, 2008, as compared to $36,700 for the three months ended March 31, 2007, which consisted solely of proceeds from sale of common stock.
We have no specific commitments for any future capital expenditures. However, we will continue to incur normal operating expenses and routine fees and expenses incident to our reporting duties as a public company. Our cash requirements for the next twelve months are relatively modest, principally rent and other office expense and accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the "Exchange Act").
We will only be able to pay our future debts and meet operating expenses by conducting profitable operations or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than successful and profitable operations. Management and the shareholders are not obligated to provide any further funding. Any of our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates. Other than as presented in our registration statement on Form SB-2, there currently are no plans to sell additional securities to raise capital, although sales of securities may be necessary to obtain needed funds.
Should the Company lack available funding, severe consequences could occur, including among others:
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failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;
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curtailing or eliminating our ability to continue operations; or
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inability to pay legal and accounting fees and other operating expenses.
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.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
ITEM 4.
CONTROLS AND PROCEDURES
Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
During the course of their review of our financial statements, our auditors identified material adjustments relating to commissions payable and rent expenses that related to but that were not adequately accrued for at the end of the current period that were later paid for in the subsequent period. The consolidated financial statements in this 10-Q filing have been adjusted to include these changes. Management has had discussions with its auditors in an effort to remediate these adjustments and is working on plans to properly accrue for commission’s payable and rent expenses for the period they relate. We believe these plans when finalized will enable us to avoid these types of adjustments in the future and will continue our efforts to improve our control processes and procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting for that period.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
ITEM 1A.
RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
Except as may have previously been disclosed on our registration statement on Form SB-2, a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or for the written consent of security shareholders, through the solicitation of proxies or otherwise, during the three-months ended March 31, 2008 and no meeting of shareholders was held.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
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Exhibit No. |
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Description |
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31.1* |
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Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1* |
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Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed herein.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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GATEWAY CERTIFICATIONS, INC. |
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Date: September 10, 2008 |
By: |
/s/ Lawrence Williams, Jr. |
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Lawrence Williams, Jr. |
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Chief Executive Officer and Principal Accounting Officer |
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Exhibit 31.1
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
I, Lawrence Williams, Jr., certify that:
1.
I have reviewed this quarterly report of Gateway Certifications, Inc. on Form 10-Q/A for the quarterly period ended March 31, 2008.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 10, 2008
/s/ Lawrence Williams, Jr.
_____________________
Lawrence Williams, Jr.
Principal Executive Officer and Principal Accounting Officer
Exhibit 32.1
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the quarterly report of Gateway Certifications, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
The Company's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2.
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this statement this 10 th day of September 2008.
/s/ Lawrence Williams, Jr.
______________________________
Lawrence Williams, Jr.
Principal Executive Officer and
Principal Accounting Officer