U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): October 17, 2005
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GATEWAY INTERNATIONAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-26017 95-3819300
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(State or other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of incorporation)
3840 EAST EAGLE DRIVE
ANAHEIM, CALIFORNIA 92807
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 714-630-6253
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(Former name or former address, if changed since last report)
Gateway International Holdings, Inc. ("we", "us" or the "Company") files this
report on Form 8-K to report the following:
Item 4.01. Changes in Registrant's Certifying Accountant
(a) On October 17, 2005, we dismissed Kabani & Company, Inc. as our independent
certified public accountants. The decision was approved by our Board of
Directors.
The reports of Kabani & Company, Inc. on our financial statements for the fiscal
years ended September 30, 2004 and September 30, 2003 were modified as to audit
scope as follows: "We were unable to audit the income from operations and loss
on disposal of subsidiaries for the period from October 1, 2002 to December 31,
2002 of $161,456 and ($161,456) respectively, which are included in net income
for the year ended September 30, 2003 as described in Note 13 to the financial
statements; nor were we able to verify the income from operations and the loss
on disposal of subsidiaries through other audit procedures." The opinion of
Kabani & Company, Inc. also includes an explanatory paragraph wherein it
expressed substantial doubt about our ability to continue as a going concern as
well as about our pending litigation with the Securities and Exchange Commission
("Commission").
Our Management disagrees with Kabani & Company, Inc. with respect to the
limitation of its audit scope. It is the opinion of our Management that the
income from operations that is offset by the loss on disposal is immaterial as
it has no effect on our income, net worth or earnings per share. We have
authorized Kabani & Company to respond fully to the inquiries of a successor
accountant to our Company concerning the subject matter of this disagreement.
In accordance with Item 304(a)(3) of Regulation S-B of the Securities Act of
1933, and contemporaneous with the filing of this current report on Form 8-K, we
have provided Kabani & Company, Inc. a copy of the disclosures contained in this
report and have requested Kabani & Company, Inc. to furnish us with a letter,
addressed to the Commission, stating whether it agrees with the disclosures
contained herein. We will have such letter filed with the Commission within ten
(10) business days of the filing of this current report on Form 8-K.
(b) On October 20, 2005, we engaged Weinberg and Company, P.A. as our new
independent certified accountants. During the two most recent fiscal years
preceding the engagement of Weinberg and Company, P.A., we did not consult with
Weinberg and Company, P.A. regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements; or (ii) any
matter that was either the subject of a disagreement or event identified in
paragraph (a)(1)(iv) of Item 304 of Regulation S-B.
FORWARD-LOOKING STATEMENTS
Any statements made in this press release which are not historical facts contain
certain forward-looking statements, as such term is defined in the Private
Litigation Reform Act of 1995, concerning potential developments affecting the
business, prospects, financial condition and other aspects of the company to
which this release pertains. The actual results of the specific items described
in this release, and the company's operations generally, may differ materially
from what is projected in such forward-looking statements. Although such
statements are based upon the best judgments of management of the company as of
the date of this release, significant deviations in magnitude, timing and other
factors may result from business risks and uncertainties including, without
limitation, the company's dependence on third parties, general market and
economic conditions, technical factors, the availability of outside capital,
receipt of revenues and other factors, many of which are beyond the control of
the company. The company disclaims any obligation to update information
contained in any forward-looking statement.
These forward looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any future results,
levels of activity, performance, or achievement expressed or implied by such
forward looking statements. In some cases, you can identify forward looking
statements by terminology such as "may," "will," "should," "could," "intend,"
"expects," "plan," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. Although we believe that the expectations reflected in the forward
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. In addition to the risks described above, additional risks affecting
our Company can be found in our periodic reports filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GATEWAY INTERNATIONAL HOLDINGS, INC.
October 20, 2005 By: /s/ Lawrence A. Consalvi
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(Date) Name: Lawrence A. Consalvi
President, Chief Executive Officer and
Director