UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 2002
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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 jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
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) 630-3118
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N/A
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(Former name or former address, if changed since last report.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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This current report on Form 8-K/A (Amendment No. 2) amends the Current
Report on Form 8-K previously filed with the Commission on November 7, 2002,
relating to (i) the merger of GWIH Acquisition Corp., a wholly-owned subsidiary
of Gateway International Holdings, Inc. (the "Registrant"), with Bechler Cams,
Inc., and (ii) the merger of GWIH Acquistion Corp. II, a wholly-owned subsidiary
of the Registrant, with Nelson Engineering, Inc., which Current Report was
amended by the Current Report on Form 8-K/A (Amendment No. 1) filed with the
Commission on November 26, 2002.
The following documents are included as part of this report:
(a) Financial Statements of the Business Acquired.
(i) The audited financial statements of Bechler Cams, Inc. as of March 31,
2002, and for the year then ended and unaudited financial statements as of
September 30, 2002, and for the six month period then ended are hereby included
as a part of this report as Exhibit 99.1; and
(ii) The audited financial statements of Nelson Engineering, Inc. as of
September 30, 2002, and for the year then ended are hereby included as part of
this report as Exhibit 99.2.
(b) Pro Forma Financial Information. The unaudited pro forma combined financial
statements of the Registrant are hereby included as part of this report as
Exhibit 99.3. The unaudited pro forma combined financial statements are provided
for informational purposes only and are not necessarily indicative of the
results that actually would have occurred had the acquisitions been in effect
for the period presented.
(c) Exhibits:
Exhibit No. Name of Exhibit
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99.1 Audited Financial Statements of Bechler Cams, Inc.
99.2 Audited Financial Statements of Nelson Engineering, Inc.
99.3 Unaudited Pro Form Condensed Combined Financial Statements of
Gateway International Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GATEWAY INTERNATIONAL HOLDINGS, INC.
Date: January 13, 2003 By: /s/ Lawrence A. Consalvi
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Lawrence A. Consalvi
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Name of Exhibit
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99.1* Audited Financial Statements of Bechler Cams, Inc.
99.2* Audited Financial Statements of Nelson Engineering, Inc.
99.3* Unaudited Pro Form Condensed Consolidated Financial Statements
of Gateway International Holdings, Inc.
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* Filed herewith.