UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-Q
 
 (Mark
One)
 x
              QUARTERLY REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
 
 For
the quarterly period ended December  31, 2009


 ̈
            TRANSITION REPORT UNDER SECTION
      13 OR 15(d) OF THE EXCHANGE
ACT





For the
transition period from _______________ to _______________.





Commission
file number 0-32341





M
Line Holdings, Inc.


(Exact
Name of Company as Specified in its Charter)




Nevada
              88-0375818(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)





2672
      Dow Avenue
                Tustin,
      CA
                (Address
      of principal executive offices)
              92780
                (Zip
      Code)





(714)
      630-6253(Registrant’s
      telephone number, including area code)Gateway
      International Holdings, Inc.(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).     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 definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes  ̈     No
x.





Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.


Yes  ̈     No
 ̈.





Applicable
only to corporate issuers:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  As of November 6, 2009,
there were 30,861,956 shares of common stock, par value $0.001, issued and
outstanding.














M
LINE HOLDINGS, INC.





TABLE OF
CONTENTS





PART IITEM
      1.
                  Unaudited
      Financial Statements.
                  3ITEM
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                  13ITEM
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk.
                  18ITEM
      4.
                  Controls
      and Procedures.
                  18PART IIITEM
      1.
                  Legal
      Proceedings.
                  20ITEM
      1A.
                  Risk
      Factors.
                  22ITEM
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds.
                  22ITEM
      3.
                  Defaults
      Upon Senior Securities.
                  23ITEM
      4.
                  Submission
      of Matters to a Vote of Security Holders.
                  23ITEM
      5.
                  Other
      Information.
                  23ITEM
      6.
                  Exhibits.
                  23




2


PART
I-FINANCIAL INFORMATION





M.  LINE
HOLDINGS, INC.


(Formerly
Gateway International Holdings, Inc.)


CONSOLIDATED
CONDENSED BALANCE SHEETS


(UNAUDITED)




As of December 31, 2009
                                                    
                                                    
                                                    As of June 30, 2009AssetsCurrent
      Assets:Cash
      and cash equivalents
                                                    
                                                    $
                                                    214,395
                                                    
                                                    
                                                    $
                                                    438,030Accounts
      receivable, net
                                                    
                                                    
                                                    362,189
                                                    
                                                    
                                                    
                                                    892,718Inventories
                                                    
                                                    
                                                    1,007,751
                                                    
                                                    
                                                    
                                                    1,301,421Due
      from related party
                                                    
                                                    
                                                    215,581
                                                    
                                                    
                                                    
                                                    —Prepaid
      and other current assets
                                                    
                                                    
                                                    47,858
                                                    
                                                    
                                                    
                                                    80,250Deferred
      Income Taxes
                                                    
                                                    
                                                    95,617
                                                    
                                                    
                                                    
                                                    95,617Current
      Assets - Discontinued Operations
                                                    
                                                    
                                                    23,614
                                                    
                                                    
                                                    
                                                    116,869Total
      current assets
                                                    
                                                    
                                                    1,967,005
                                                    
                                                    
                                                    
                                                    2,924,905Property
      and equipment,  net
                                                    
                                                    
                                                    938,335
                                                    
                                                    
                                                    
                                                    1,160,318Intangible
      Assets,net
                                                    
                                                    
                                                    327,301
                                                    
                                                    
                                                    
                                                    348,192Deposits
      and other
                                                    
                                                    
                                                    61,145
                                                    
                                                    
                                                    
                                                    66,146Deferred
      Income Taxes
                                                    
                                                    
                                                    182,505
                                                    
                                                    
                                                    
                                                    182,505Non
      Current Assets - Discontinued Operations
                                                    
                                                    
                                                    23,377
                                                    
                                                    
                                                    
                                                    63,704Total
      Assets
                                                    
                                                    $
                                                    3,499,668
                                                    
                                                    
                                                    $
                                                    4,745,770Liabilities
      and Shareholders' EquityCurrent
      Liabilities:Line
      of Credit
                                                    
                                                    $
                                                    440,000
                                                    
                                                    
                                                    $
                                                    440,000Accounts
      Payable
                                                    
                                                    
                                                    811,807
                                                    
                                                    
                                                    
                                                    502,745Accrued
      Expenses and other
                                                    
                                                    
                                                    249,564
                                                    
                                                    
                                                    
                                                    486,951Notes
      payable
                                                    
                                                    
                                                    198,098
                                                    
                                                    
                                                    
                                                    265,969Capital
      Leases - current
                                                    
                                                    
                                                    42,268
                                                    
                                                    
                                                    
                                                    70,747Current
      Liabilities - Discontinued Operations
                                                    
                                                    
                                                    730,247
                                                    
                                                    
                                                    
                                                    717,899Total
      Current Liabilities
                                                    
                                                    
                                                    2,471,986
                                                    
                                                    
                                                    
                                                    2,484,311Notes
      Payable
                                                    
                                                    
                                                    82,070
                                                    
                                                    
                                                    
                                                    167,165Notes
      Payable, related party
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Capital
      Leases - long term
                                                    
                                                    
                                                    65,222
                                                    
                                                    
                                                    
                                                    97,351Deferred
      Income Taxes
                                                    
                                                    
                                                    168,373
                                                    
                                                    
                                                    
                                                    168,373Deferred
      Rent
                                                    
                                                    
                                                    52,708
                                                    
                                                    
                                                    
                                                    65,849Long
      Term Liabilities - discontinued operations
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    29,751TOTAL
      LIABILITIES
                                                    
                                                    
                                                    2,840,358
                                                    
                                                    
                                                    
                                                    3,012,800Shareholders'
      EquityCommon
      Stock, $0.001: 100,000,000 sharesAuthorized;
      30,861,956 shares issued and outstandingat
      December 31, 2009 and June 30, 2009, respectively
                                                    
                                                    
                                                    30,862
                                                    
                                                    
                                                    
                                                    30,862Additional
      paid in capital
                                                    
                                                    
                                                    9,505,812
                                                    
                                                    
                                                    
                                                    9,505,812Accumulated
      deficit
                                                    
                                                    
                                                    (8,877,364
                                                    )
                                                    
                                                    
                                                    (7,803,704
                                                    )Total
      stockholders' equity
                                                    
                                                    
                                                    659,310
                                                    
                                                    
                                                    
                                                    1,732,970Total
      Liabilities and Shareholders' Equity
                                                    
                                                    $
                                                    3,499,668
                                                    
                                                    
                                                    $
                                                    4,745,770





See
accompanying Notes to unaudited Consolidated Financial
Statements.


3





M
LINE  HOLDINGS, INC. AND SUBSIDIARIES


(Formerly
Gateway International Holdings, Inc.)


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR
THE THREE AND SIX MONTH PERIODS  ENDED DECEMBER 31, 2009 AND
2008


(UNAUDITED)





Three Months Ended December 31,
                                                  
                                                  
                                                  Six Months Ended December 31,2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  2009
                                                  
                                                  
                                                  2008Net
      sales
                                                  
                                                  $
                                                  1,318,923
                                                  
                                                  
                                                  $
                                                  2,820,025
                                                  
                                                  
                                                  $
                                                  2,967,082
                                                  
                                                  
                                                  $
                                                  5,936,423Cost
      of sales
                                                  
                                                  
                                                  981,623
                                                  
                                                  
                                                  
                                                  1,877,464
                                                  
                                                  
                                                  
                                                  2,327,057
                                                  
                                                  
                                                  
                                                  4,107,487Gross
      Profit
                                                  
                                                  
                                                  337,300
                                                  
                                                  
                                                  
                                                  942,561
                                                  
                                                  
                                                  
                                                  640,025
                                                  
                                                  
                                                  
                                                  1,828,936Operating
      expenses:Selling,
      general and administrative
                                                  
                                                  
                                                  743,357
                                                  
                                                  
                                                  
                                                  1,821,677
                                                  
                                                  
                                                  
                                                  1,610,953
                                                  
                                                  
                                                  
                                                  2,245,356Amortization
      of intangible assets
                                                  
                                                  
                                                  10,447
                                                  
                                                  
                                                  
                                                  10,447
                                                  
                                                  
                                                  
                                                  20,891
                                                  
                                                  
                                                  
                                                  20,891Total
      operating expenses
                                                  
                                                  
                                                  753,804
                                                  
                                                  
                                                  
                                                  1,832,124
                                                  
                                                  
                                                  
                                                  1,631,844
                                                  
                                                  
                                                  
                                                  2,266,247Operating
      loss
                                                  
                                                  
                                                  (416,504
                                                  )
                                                  
                                                  
                                                  (889,563
                                                  )
                                                  
                                                  
                                                  (991,819
                                                  )
                                                  
                                                  
                                                  (437,311
                                                  )Other
      income (expense):Interest
      Expense
                                                  
                                                  
                                                  (14,926
                                                  )
                                                  
                                                  
                                                  (34,196
                                                  )
                                                  
                                                  
                                                  (28,115
                                                  )
                                                  
                                                  
                                                  (67,447
                                                  )Interest
      Income
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  2,375
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  4,750Gain  on
      sale of assets
                                                  
                                                  
                                                  2,497
                                                  
                                                  
                                                  
                                                  16,125
                                                  
                                                  
                                                  
                                                  2,497
                                                  
                                                  
                                                  
                                                  16,125Total
      other income (expense)
                                                  
                                                  
                                                  (12,429
                                                  )
                                                  
                                                  
                                                  (15,696
                                                  )
                                                  
                                                  
                                                  (25,618
                                                  )
                                                  
                                                  
                                                  (46,572
                                                  )Loss
      from continuing operations before income tax
                                                  
                                                  
                                                  (428,933
                                                  )
                                                  
                                                  
                                                  (905,259
                                                  )
                                                  
                                                  
                                                  (1,017,437
                                                  )
                                                  
                                                  
                                                  (483,883
                                                  )Income
      tax benefit
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  320,022
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  284,526Loss
      from discontinued operations, net of income taxes
                                                  
                                                  
                                                  (428,933
                                                  )
                                                  
                                                  
                                                  (585,237
                                                  )
                                                  
                                                  
                                                  (1,017,437
                                                  )
                                                  
                                                  
                                                  (199,357
                                                  )Loss
      from discontinued operations, net of income taxes
                                                  
                                                  
                                                  (56,223
                                                  )
                                                  
                                                  
                                                  (77,318
                                                  )
                                                  
                                                  
                                                  (56,223
                                                  )
                                                  
                                                  
                                                  (415,231
                                                  )NET
      LOSS
                                                  
                                                  $
                                                  (485,156
                                                  )
                                                  
                                                  $
                                                  (662,555
                                                  )
                                                  
                                                  $
                                                  (1,073,660
                                                  )
                                                  
                                                  $
                                                  (614,588
                                                  )NET LOSS PER SHARE:Basic
      and dilutive loss per share:Continuing
      operations
                                                  
                                                  $
                                                  (0.01
                                                  )
                                                  
                                                  $
                                                  (0.02
                                                  )
                                                  
                                                  $
                                                  (0.03
                                                  )
                                                  
                                                  $
                                                  (0.01
                                                  )Discontinued
      Operations
                                                  
                                                  $
                                                  (0.00
                                                  )
                                                  
                                                  $
                                                  (0.00
                                                  )
                                                  
                                                  $
                                                  (0.00
                                                  )
                                                  
                                                  $
                                                  (0.01
                                                  )Weighted
      average number of common shares under in per share calculations (basic and
      diluted)Basic
                                                  
                                                  
                                                  30,861,956
                                                  
                                                  
                                                  
                                                  28,419,856
                                                  
                                                  
                                                  
                                                  30,861,956
                                                  
                                                  
                                                  
                                                  28,362,434Diluted
                                                  
                                                  
                                                  30,861,956
                                                  
                                                  
                                                  
                                                  28,419,856
                                                  
                                                  
                                                  
                                                  30,861,956
                                                  
                                                  
                                                  
                                                  28,362,434





See
accompanying Notes to unaudited Consolidated Financial
Statements.


4





M
LINE  HOLDINGS, INC. AND SUBSIDIARIES


(Formerly
Gateway International Holdings, Inc.)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTH PERIODS ENDED DECEMBER 31, 2009 AND 2008


(UNAUDITED)





December 31, 2009
                                                  
                                                  
                                                  December 31, 2008Cash
      flows from operating activities:Net
      loss
                                                  
                                                  $
                                                  (1,073,660
                                                  )
                                                  
                                                  $
                                                  (614,588
                                                  )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Gain
      on disposition of assets
                                                  
                                                  
                                                  (2,497
                                                  )
                                                  
                                                  
                                                  (16,125
                                                  )Depreciation
                                                  
                                                  
                                                  200,480
                                                  
                                                  
                                                  
                                                  204,373Amortization
      of intangilbe assets
                                                  
                                                  
                                                  20,891
                                                  
                                                  
                                                  
                                                  20,891Stock-based
      compensation
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  13,743Imputed
      interest on related party notes
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  2,458Impairment
      of goodwill
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  198,169Changes
      in operating assetsa and liabilities:Accounts
      receivable
                                                  
                                                  
                                                  314,948
                                                  
                                                  
                                                  
                                                  273,087Inventory
                                                  
                                                  
                                                  293,670
                                                  
                                                  
                                                  
                                                  (137,265
                                                  )Prepaid
      expenses and other assets
                                                  
                                                  
                                                  170,975
                                                  
                                                  
                                                  
                                                  882,274Accounts
      payable and accrued expenses
                                                  
                                                  
                                                  54,273
                                                  
                                                  
                                                  
                                                  (371,567
                                                  )Customer
      deposit
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  160,202Income
      taxes payable
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (187,954
                                                  )Deferred
      rent
                                                  
                                                  
                                                  (13,141
                                                  )
                                                  
                                                  
                                                  (6,640
                                                  )Deferred
      income taxes
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (284,526
                                                  )Net
      cash provided by/(used in) operating activities
                                                  
                                                  
                                                  (34,061
                                                  )
                                                  
                                                  
                                                  136,532Cash
      flows from investing activties:Capital
      expenditures
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (28,227
                                                  )Net
      cash used in investing activities:
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (28,227
                                                  )Cash
      flows from financing activities:Net
      borrowings (repayments) on line of credit
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  277,000Payments
      on notes payable
                                                  
                                                  
                                                  (152,966
                                                  )
                                                  
                                                  
                                                  (79,320
                                                  )Payments
      on related party notes payable
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (130,297
                                                  )Payments
      on capital leases
                                                  
                                                  
                                                  (36,607
                                                  )
                                                  
                                                  
                                                  (34,823
                                                  )Net
      cash provided by/(used in) financing activities
                                                  
                                                  
                                                  (189,574
                                                  )
                                                  
                                                  
                                                  32,560Net  increase
      (decrease) in cash and cash equivalent
                                                  
                                                  
                                                  (223,635
                                                  )
                                                  
                                                  
                                                  140,865Cash
      and cash equivalents at beginning of period
                                                  
                                                  
                                                  438,030
                                                  
                                                  
                                                  
                                                  901,707Cash
      and cash equivalents at end of period
                                                  
                                                  $
                                                  214,395
                                                  
                                                  
                                                  $
                                                  1,042,572Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                                                  
                                                  $
                                                  28,115
                                                  
                                                  
                                                  $
                                                  23,389Cash
      paid for income taxes
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  280,000Supplemental
      disclosure of non-cash investing and financing activities:Stock
      cancelled for repayment of note receivable
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  81,000Conversion
      of accrued interest into related party notes payable
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  97,817Capital
      expenditures accquired under capital leases and notes
    payable
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  46,531Stock
      retired upon cancellation of note payable
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  417Return
      of capital lease
                                                  
                                                  $
                                                  21,054
                                                  
                                                  
                                                  $
                                                  —





See
accompanying Notes to unaudited Consolidated Financial
Statements.


5





M
LINE HOLDINGS, INC. AND SUBSIDIARIES


(FORMERLY
GATEWAY INTERNATIONAL HOLDINGS, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009


(UNAUDITED)


1.
            Business





M. Line
Holdings, Inc. (the “Company”) was incorporated in Nevada on September 24, 1997,
under the name Gourmet Gifts, Inc. (“Gourmet Gifts”). On December 11, 2001,
Gourmet Gifts acquired 100% of the issued and outstanding capital stock of Elite
Machine Tool Company (“Elite”). Immediately prior to the merger, the Company had
100,000,000 shares of stock authorized, of which 6,768,000 shares were
outstanding. Pursuant to the merger, all of the outstanding shares of Elite,
aggregating 21,262 shares, were exchanged for shares of common stock of Gourmet
Gifts on a 1 to 1,274 basis or into 27,072,000 (net of 600,000 shares
subsequently cancelled) shares of common stock leaving a total of 33,240,000
shares of common stock issued and outstanding after the merger. Immediately
after the merger, the officers and directors of Gourmet Gifts resigned and the
executive officers and directors of Elite the company elected and appointed to
such positions, thereby effecting a change of control.





Due to
the change in voting control and change in senior management in Gourmet Gift as
a result of the merger, the transaction was recorded as a “reverse-merger”
whereby Elite was considered to be the acquirer for accounting purposes. At the
closing of the reverse merger, Elite became a wholly-owned subsidiary and the
company changed its corporate name to Gateway International Holdings, Inc.,
effective January 28, 2002. After the merger, through Elite, the Company became
engaged in the acquisition, refurbishment, distribution and sales of pre-owned
Computer Numerically Controlled (“CNC”) machine tools to manufacturing customers
across the United States of America. This was the Company’s sole business until
the acquisition of the additional businesses described below.





Gateway
International Holdings, Inc. changed its corporate name to M Line Holdings, Inc.
effective March 25, 2009.





The
Company and its subsidiaries are engaged in the following businesses which
represent is business segments:





·
            Acquiring, refurbishing and
      selling new and used CNC machine-tool equipment (Machine Sales
      segment).


·
            Manufacturing precision metal
      component parts for the defense, automotive, aerospace and medical
      industries through its Eran Engineering, Inc. (“Eran”) subsidiary
      (Precision Manufacturing
segment).




2.
            Basis of Presentation and
      Significant Accounting
Policies





Basis
of Presentation





The
consolidated financial statements of M Line Holdings, Inc. are unaudited and
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information, pursuant to
the rules and regulations of the Securities and Exchange Commission. The results
of operations for the three and  six month periods ended December 31,
2009 and 2008 are not necessarily indicative of the results to be expected for
the full year. All accounts and intercompany transactions have been eliminated
in consolidation. In the opinion of management, the consolidated financial
statements include all adjustments, consisting of normal recurring accruals,
necessary to present fairly the Company's financial position, results of
operations and cash flows. These statements should be read in conjunction with
the financial statements and related notes which are part of the Company's
Annual Report on Form 10-K for the year ended June 30, 2009.


6


Net
Income (Loss) per Share





Basic net
income (loss) per share is calculated by dividing net income (loss) by the
weighted average common shares outstanding during the period. Diluted net income
(loss) per share reflects the potential dilution to basic EPS that could occur
upon conversion or exercise of securities, options or other such items to common
shares using the treasury stock method, based upon the weighted average fair
value of our common shares during the period. There were no potentially dilutive
securities as of December 31, 2009 and June 30, 2009, respectively.





Recent
Accounting Pronouncements





In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.




In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of issuance, a
share-lending arrangement entered into on an entity’s own shares should be
measured at fair value in accordance with Topic 820 and recognized as an
issuance cost, with an offset to additional paid-in capital. Loaned shares are
excluded from basic and diluted earnings per share unless default of the
share-lending arrangement occurs. The amendments also require several
disclosures including a description and the terms of the arrangement and the
reason for entering into the arrangement. The effective dates of the amendments
are dependent upon the date the share-lending arrangement was entered into and
include retrospective application for arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.




In
December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New
authoritative accounting guidance under ASC Topic 860, “Transfers and
Servicing,” amends prior accounting guidance to enhance reporting about
transfers of financial assets, including securitizations, and where companies
have continuing exposure to the risks related to transferred financial assets.
The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Company’s financial
statements.





3.
            Inventories





Inventories
consist of the following at:





December 31,
                          2009
                        
                        
                        June 30, 2009Finished
      Goods and components
                        
                        $
                        717,525
                        
                        
                        $
                        843,305CNC
      Machines held for sale
                        
                        
                        112,500
                        
                        
                        
                        183,500Work
      in progress
                        
                        
                        146,553
                        
                        
                        
                        233,773Raw
      Materials and Parts
                        
                        
                        31,172
                        
                        
                        
                        40,843$
                        1,007,751
                        
                        
                        $
                        1,301,421




7





4.
            Accrued
      Expenses





Accrued
expenses consist of the following at:





December 31,
                          2009
                        
                        
                        June 30, 2009Compensation
      and related benefits
                        
                        $
                        84,418
                        
                        
                        $
                        170,518Other
                        
                        
                        165,146
                        
                        
                        
                        316,433$
                        249,564
                        
                        
                        $
                        486,951




5.
            Capital
      Leases




The
Company leases certain equipment under capital leases with terms ranging from
four to five years. Future annual minimum lease payments are as follows as of
December 31, 2009 and June 30, 2009.





December
                          31, 2009
                        
                        
                        June 30,
                          20092010
                        
                        $
                        50,931
                        
                        
                        $
                        82,5192011
                        
                        
                        45,589
                        
                        
                        
                        53,8302012
                        
                        
                        25,141
                        
                        
                        
                        50,3292013
                        
                        
                        —
                        
                        
                        
                        3,038Total
      minimum lease payments
                        
                        
                        121,661
                        
                        
                        
                        189,716Less
      amount representing interest
                        
                        
                        14,171
                        
                        
                        
                        21,618Present
      value of future minimum lease payments
                        
                        
                        107,490
                        
                        
                        
                        168,098Less
      current portion of capital lease obligations
                        
                        
                        42,268
                        
                        
                        
                        70,747Capital
      Lease obligations, net of current portion
                        
                        
                        65,222
                        
                        
                        
                        97,351





6.
            Line
      of Credit and Notes Payable


Pacific
Western Bank Credit Agreement





On August
21, 2006, the Company entered into credit agreement with Pacific Western Bank
(“PWB”). The credit agreement provides for borrowings of up to $1,500,000
through a line of credit which is secured by substantially all of the Company’s
assets and personal guarantees by two of the executive officers, Joseph Gledhill
and Larry Consalvi. On November 15, 2007, the credit agreement was amended to
reduce the amount available under the line of credit to $1,000,000 and to
convert $500,000 of outstanding principal into a term loan. On September 29,
2008, the credit agreement was renewed through September 21, 2009, and Timothy
Consalvi replaced Larry Consalvi as a guarantor.





Pacific
Western Bank has subsequently renewed the credit line through December 21, 2009.
Management has agreed a short term extension for renewal of the line to March
22, 2010.  The Company is making arrangements to repay the line of
credit to Pacific Western Bank.





The line
of credit has a stated interest rate equal to the lender's referenced prime rate
plus 1.5%, or 9.75% and 6.5% per annum at June 30, 2009 and September
30,  2009, respectively. Interest is payable monthly with the
outstanding principal balance due on November, 2009. The amount available for
borrowings is determined based on a monthly basis based on 80% of eligible
accounts receivable, as defined. The proceeds are used for general working
capital needs.





The term
loan provides for borrowings of up to $500,000. The loan has a stated interest
rate equal to the lender's referenced prime rate plus 1.5%, or 9.75% and 6.5%
per annum at December 31, 2009 and 2008, respectively. Principal and interest
payments are payable monthly.


8


The
company is in the process of making arrangements to repay the line of credit to
Pacific Western Bank.





Notes
payable consist of the following at December 31 2009, and June 30,
2009:





December 31, 2009
                        
                        
                        June 30, 2009Notes
      payable to financial institutions, secured by the underlying equipmentpayable
      in aggregate monthly installments of $7,292, including interest ratesbetween
      7.2% and 9.75% per annum for a period of 50 and 60 months
                        
                        $
                        124,911
                        
                        
                        $
                        151,608Unsecured
      Loan to an individual in respect of the acquisition of a former
      subsidiary
                        
                        $
                        4,497
                        
                        
                        $
                        31,526Term
      loan to PWB payable in monthly installments of $17,120 including interest
      at a rate of Prime plus 1.50% per annum due November 25,
    2010
                        
                        
                        150,761
                        
                        
                        $
                        250,000Total
                        
                        
                        280,169
                        
                        
                        
                        433,134Less
      current portion
                        
                        
                        198,099
                        
                        
                        
                        265,949Long
      Term portion
                        
                        $
                        82,070
                        
                        
                        $
                        167,185





2010
                    
                    $
                    198,0992011
                    
                    
                    82,070Thereafter
                    
                    
                    —$
                    280,169





7.
            Litigation





1.           Onofrio Saputo and Christopher
Frisco v. Gateway International Holdings, Inc., Lawrence Consalvi, Timothy
Consalvi and Joe Gledhill,Court of the State of California, County of
Orange, Case No. 30-2008-00110905. Plaintiffs filed this action on August 21,
2008. A Dismissal with Prejudice was filed with the Court on or about April 24,
2009.





The Complaint, which had causes of
action for securities fraud, breach of fiduciary duties, fraud and deceit, and
rescission, alleged that the defendants intentionally misrepresented, or failed
to disclose, certain facts regarding the company prior to the plaintiffs
purchasing Gateway International Holdings, Inc. (now M Line Holdings, Inc.)
common stock.  The Complaint sought total monetary damages of
approximately $188,415, plus interest, and punitive damages.  We filed
an Answer to the Complaint on October 17, 2008, denying the allegations of the
Complaint, denying that plaintiffs are entitled to any relief whatsoever and
asserting various affirmative defenses.  On January 22, 2009, the parties
signed a Settlement Agreement, whereby a party unrelated to the lawsuit, Money
Line Capital, Inc., our largest shareholder, agreed to purchase the plaintiffs’
shares of our common stock for the purchase price, or $289,000.  This
settlement closed on April 22, 2009.  Of the $289,000 settlement
money, $189,000 was paid to plaintiffs and we received $100,000 in exchange for
the cancellation of a promissory note for $100,000 owed to us by one of the
plaintiffs.  Per the settlement agreement, a Dismissal with Prejudice
was filed by the plaintiffs with the Court on or about April 24, 2009, for the
purpose of dismissing this lawsuit.





2.           Voicu Belteu v. Mori Seiki Co.,
Ltd.; Mori Seiki U.S.A., Inc.; All American CNC Sales, Inc. dba Elite Machine
Tool Company; Ellison Manufacturing Tech., Superior Court for the State
of California, County of Orange, Case No. 30-2008-00103710. Plaintiff filed this
action on March 7, 2008.





The
Complaint, which has causes of action for strict products liability and
negligence, alleges that a CNC machine manufactured by Mori Seiki and sold
through our subsidiary, All American CNC Sales, Inc. dba Elite Machine Tool
Company, was defective and injured the plaintiff.  The Complaint seeks
damages in excess of $6,300,000 for medical expenses, future medical expenses,
lost wages, future lost wages and general damages.  All American CNC
Sales filed its Answer and Cross-complaint on July 1, 2008 against several
individuals and entities involved in the machine purchase and sales transaction,
seeking indemnity and contribution.


9


Plaintiff
and All American CNC Sales have both responded to discovery requests and are
engaged in  the meet and confer process to resolve outstanding
discovery issues.  Several depositions have been taken and we
anticipate more going forward.  The Court has set a trial date for
March 22, 2010.  Management believes we have meritorious defenses to
plaintiff’s claims and plan to vigorously defend against the lawsuit and pursue
Mori Seiki, and possibly other entities or individuals, for any damages we
incur.  However, there can be no assurance as to the outcome of the
lawsuit.  No provision has been made in our financial statements as we
believe that the responsibility for liability, if any, is with the
manufacturer.





3.           James M. Cassidy v. Gateway
International Holdings, Inc., American Arbitration Association, Case No.
73-194-32755-08.  We were served with a Demand for Arbitration and
Statement of Claim, which was filed on September 16, 2008.





The
Statement of Claim alleges that claimant is an attorney who performed services
for us pursuant to an agreement dated April 2, 2007 between us and the
claimant.  The Statement of Claim alleges that we breached the agreement
and seeks compensatory damages in the amount of $195,000 plus interest,
attorneys’ fees and costs.  We deny the allegations of the Statement of
Claim and will vigorously defend against these allegations.  An arbitrator
has not yet been selected, and a trial date has not yet been
scheduled.


The
company has a provision in the sum of $5,000.00 at September 30, 2009. No
further provision is necessary as we feel that the litigation has no
merit.





4.           Elite Machine Tool Company v. ARAM
Precision Tool and Die, Avi Amichai, Superior Court for the State of
California, County of Orange, Case No. 30-2008-00090891. Elite Machine filed
this action on August 8, 2008.





The
Complaint alleged breach of contract for the defendants failing to pay Elite
Machine for a machine the defendants purchased from Elite Machine, and sought
damages totaling $16,238. ARAM Precision Tool and Die filed its Answer and
Cross-Complaint on October 1, 2008.  The Cross-Complaint alleged that
Elite Machine failed to deliver certain parts of the machine per the sales
contract and seeks damages totaling $25,000.  In late June 2009, the
parties settled this matter and the lawsuits were dismissed on August 13,
2009.  Under the terms of the settlement, Aram is expected to pay
Elite Machine Tool Company $4,000 in full and final settlement.





5.           CNC Manufacturing v. All American
CNC Sales, Inc., Elite Machine Tool Company/Sales & Services, CNC
Repos, Superior Court for the State of California, County of Riverside,
Case No. RIC 509650.  Plaintiff filed this Complaint on October 2,
2008.





The
Complaint alleges causes of action for breach of contract and rescission and
claims All American breached the agreement with CNC Manufacturing by failing to
deliver a machine that conforms to the specifications requested by CNC
Manufacturing, and requests damages totaling $138,750.  Elite Machine
filed an Answer timely, on January 15, 2009.  Discovery has commenced
in this matter but is not expected to be concluded for several
months.   The Court has set a Case Management Conference for
March 29, 202010. Management intends to aggressively defend itself against this
claim.  No trial date has been set.and no provision has been made in
the attached financial statements as we believe that the litigation has no
merit.





6.           Elite Machine Tool Co. v. Sunbelt
Machine, Orange County Superior Court, Case No. 0-2008-00112502. All
American filed the Complaint on September 25, 2008. No trial date has been
set.





This case
involves a dispute between Elite Machine and Sunbelt regarding the sale of a
Mori Seiki MH-63 machine by Elite Machine to Sunbelt. Sunbelt has claimed that
it received a machine that does not conform to the specifications it ordered.
The amount at issue is approximately $140,000 at this stage. Subsequent to
filing of the above-referenced suit, Sunbelt has filed a similar action in
Federal District Court in Houston, Texas. As a result, this case was dismissed
and the case is being heard in Federal District Court.


A
provision has been made in the attached financial statements in the sum of
$139,000 at December 31, 2009.





7.           Sunbelt Machine Works Corp. v. All
American CNC Sales, Inc., United States District Court, Southern District
of Texas, Case No. 4:09-cv-108. Sunbelt filed the Complaint on January 16,
2009.


10


This case
involved a dispute between All American and Sunbelt regarding the sale of a Mori
Seiki MH-63 machine by All American to Sunbelt.  Sunbelt claimed that
it received a machine that does not conform to the specifications it
ordered.  The amount sought in the Complaint was approximately
$139,000.  All American filed its Answer on April 13,
2009.  Sunbelt filed a Motion for Summary Judgment, which was granted
by the Court.  As a result a Judgment has been entered against All
American in the amount of $153,000.  A provision has been made in the
attached financial statements in the sum of $153,000 at December 31,
2009.




8.           Hwacheon Machinery v. All American
CNC Sales, Circuit Court of the 19th Judicial Circuit, Lake County,
Illinois, Case No. 09L544.  The Complaint was filed on June 8,
2009.




The
Complaint alleges causes of action for account stated, and arises from a claim
by Hwacheon that All American CNC has not paid it for machines sold to All
American CNC.  The Complaint seeks damages of approximately
$362,000.  All American filed an answer on or about July 15,
2009.   No trial date has been set and a provision has been made
in the financial statement of All American CNC Sales, Inc. in the sum of
$362,328 at December 31, 2009.




9.           Fadal Machining v. All American CNC
Sales, et al., Los Angeles Superior Court, Los Angeles, California, Case
No. BC415693.  The Complaint was filed on June 12, 2009.




The
Complaint alleges causes of action for breach of contract and common counts
against All American CNC seeking damages in the amount of at least $163,578.88,
and arises from a claim by Fadal that All American failed to pay amounts
due.  On June 26, 2009, Fadal amended the Complaint to include M Line
Holdings, Inc. as a Defendant.  On or about August 11, 2009, the Court
heard oral argument on Fadal’s Motion for Right to Attach Order and Writ of
Attachment.  The Court granted this Motion in part, issuing a Right to
Attach Order against All American CNC in the amount of approximately
$164,000.  The Court denied the Motion as to M Line Holdings,
Inc.  On August 12, 2009, All American CNC filed an Answer to the
Complaint, and M Line Holdings, Inc., filed a demurrer to the
Complaint.  The Court has scheduled a hearing the demurrer for October
15, 2009.  This hearing has been continued until November 24, 2009.
Management intends to aggressively defend itself against this
claim.  No trial date has been set and a provision has been made in
the financial statement of  All American CNC Sales, Inc. in the sum of
$163,578.00 at December 31, 2009.





10.           Do v. E.M. Tool Company,
Orange County Superior Court, Orange County, California, Case No.
30-2009-00123879.  The Complaint was filed on June 1,
2009.




The
Complaint alleges causes of action for negligence, product liability and breach
of warranty, and seeks damages to be determined at time of
trial.  This lawsuit was tendered by E.M. Tool Company to its
insurance company, which is currently providing a defense.  We filed
an Answer and a Cross-complaint against the manufacturer of the equipment the
Mori Seiki Company, Ltd.  No trial date has been set and no provision
has been made in the financial statement at September 30, 2009 as we believe the
litigation has no merit due manufacturer’s liability.




11.           Fox Hills Machining v. CNC
Repos, Orange County Superior Court, Orange County, California, Case No.
30-2009-00121514.  The Complaint was filed on April 14,
2009.


The
Complaint alleges causes of action for Declaratory Relief, Breach of Contract,
Fraud, Common Counts, and Negligent Misrepresentation, claiming the Defendant
failed to pay Fox Hills Machining for the sale of two machines from Fox Hills to
CNC Repos.  The damages sought in the Complaint are not less than
$30,000.  The Defendants filed an Answer on June 5,
2009.  Management intends to aggressively defend itself against this
claim.  No trial date has been set and a provision has been made in
the financial statements at September 30, 2009 in the sum of
$14,540.




12.           Laureano v. Eran Engineering,
State of California Worker’s Compensation Appeals Board, no case
number.




Mr.
Laureano has filed a claim with the Worker’s Compensation Appeals Board against
Eran Engineering.  At this time, Eran Engineering has only been served
with a subpoena for business records, requesting Mr. Laureano’s employment file,
personnel file, claim file, and payroll documents.  Management intends
to aggressively defend this claim.


No
provision has been made in the financial statements of the company at December
31, 2009.  The Company’s management believes that payment(s), if any,
will be the responsibility of the Workers Compensation Board.


11


13.           Timothy D. Consalvi v. M Line
Holdings, Inc. et.al., Orange County Superior Court Case No,
00308489.





A former
president of All American CNC Sales, Inc. has filed suit against the Company
seeking payment on an alleged severance obligation by the Company. The Complaint
does not specify the damages sought. The parties then reached a settlement
in the principal sum of $40,000 to be documented in due course. Meanwhile a
default was entered against the Company, which management believes was in error
because a settlement was already reached by the principal parties involved.




The
default has since been vacated and the Company has answered the complaint and is
preparing a cross complaint.





We are
considering settling this case at this time.  Therefore no provision
has been made in the financial statements for this sum as of December 31,
2009.




Litigation
is subject to inherent uncertainties, and unfavorable rulings could
occur.  If an unfavorable ruling were to occur in any of the above
matters, there could be a material adverse effect on our financial condition,
results of operations or liquidity.





8.
            Common
      Stock





During
the three and six month periods ended December 31, 2009, the Company did not
have any transactions relating to common stock.





9.
            Related
      Party Transaction




There was
no related party transaction during the quarter ended December 31, 2009 as all
related party notes were repaid or settled during the fiscal year ended June 30,
2009.




10
            Segments
      and Geographic Information





The
Company’s segments consist of individual companies managed separately with each
manager reporting to the Board. “Other” represents corporate functions. Sales,
and operating or segment profit, are reflected net of inter-segment sales and
profits. Segment profit is comprised of net sales less operating expenses and
interest. Income taxes are not allocated and reported by segment since they are
excluded from the measure of segment performance reviewed by
management.




The
summary of assets and revenue are as follows:





December 31, 2009
                  
                  
                  June 30, 2009Machine
      Sales
                  
                  $
                  523,200
                  
                  
                  $
                  583,596Precision
      Manufacturing
                  
                  
                  2,574,798
                  
                  
                  
                  3,275,471Corporate
                  
                  
                  401,670
                  
                  
                  
                  886,703$
                  3,499,668
                  
                  
                  $
                  4,745,770





Machine Sales
                
                
                Precision Manufacturing
                
                
                Corporate
                
                
                TOTAL2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009
                
                
                2008Revenues
                
                $
                1,527,766
                
                
                $
                2,954,251
                
                
                $
                1,439,702
                
                
                $
                2,982,172
                
                
                $
                —
                
                
                $
                —
                
                
                $
                2,967,082
                
                
                $
                5,936,423Income
      (Loss) before taxes
                
                
                (236,266
                )
                
                
                (123,809
                )
                
                
                (549,692
                )
                
                
                543,368
                
                
                
                (287,702
                )
                
                
                (1,318,674
                )
                
                
                (1,073,660
                )
                
                
                (899,114
                )




Machine Sales
                  
                  
                  Precision Manufacturing
                  
                  
                  Corporate
                  
                  
                  TOTAL2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Amortization
                  
                  $
                  20,891
                  
                  
                  $
                  20,891
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  20,891
                  
                  
                  $
                  20,891Depreciation
                  
                  
                  4,106
                  
                  
                  
                  10,845
                  
                  
                  
                  195,784
                  
                  
                  
                  192,938
                  
                  
                  
                  590
                  
                  
                  
                  590
                  
                  
                  
                  200,480
                  
                  
                  
                  204,373
  Interest
expense:
  Machine Sales
                    
                    
                    Precision Manufacturing
                    
                    
                    Corporate
                    
                    
                    TOTAL2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Interest
                    
                    $
                    224
                    
                    
                    $
                    —
                    
                    
                    $
                    7,128
                    
                    
                    $
                    12,849
                    
                    
                    $
                    20,763
                    
                    
                    $
                    54,598
                    
                    
                    $
                    28,115
                    
                    
                    $
                    67,447
  Capital
expenditure:
 Machine Sales
                      
                      
                      Precision Manufacturing
                      
                      
                      Corporate
                      
                      
                      TOTAL2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Capital
      expenditure
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      28,227
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      28,227




Sales are
derived principally from customers located within the United
States.


12


11. Discontinued
Operations





The
following is the combined, condensed balance sheet of  All
American CNC as of December 31, 2009 and June 30, 2009.





December
                      31, 2009
                    
                    
                    June 30,
                      2009Cash
                    
                    $
                    —
                    
                    
                    $
                    —Accounts
      receivable and other (net)
                    
                    
                    23,614
                    
                    
                    
                    116,868Property
      and equipment, net
                    
                    
                    23,377
                    
                    
                    
                    63,704Total
      assets
                    
                    $
                    46,991
                    
                    
                    $
                    180,572Accounts
      payable and accrued liabilities
                    
                    $
                    (726,197
                    )
                    
                    $
                    (703,133
                    )Capital
      lease obligations
                    
                    
                    (4,050
                    )
                    
                    
                    (44,517
                    )Total
      liabilities
                    
                    $
                    (730,247
                    )
                    
                    $
                    (747,650
                    )





The
following represents the results of discontinued operations for the year ended
June 30, 2009:





December 31,
                          2009
                        
                        
                        December
                          31, 2008Net
      sales
                        
                        $
                        —
                        
                        
                        $
                        2,194,333Loss
      from discontinued operations before income taxes
                        
                        
                        (56,223
                        )
                        
                        
                        (415,231
                        )Income
      tax
                        
                        
                        —
                        
                        
                        
                        —Loss
      from discontinued operations after income taxes
                        
                        $
                        (56,223
                        )
                        
                        $
                        (415,231
                        )





12.
            Subsequent
      Events





In
respect to SunbeltMachine
Works Corp. v. Elite Machine Tool Co. and  All American CNC Sales, Inc
Case no, 0-2008-00112502 (NOTE 7-6) and Case No. 4:09-cv-108 (NOTE
7-7).   A satisfaction of judgment agreement was entered into by the
parties  on January 25, 2010. The settlement amount was $152,802.49 to
be paid by a Mori Seki MH-50 machine valued at $59,000, with the balance being
paid in 13 monthly instalments of $5,000.00 commencing February 15, 2010 with
interest at the rate of 0.44% per annum, the remaining balance being paid in
March 2011.





ITEM 2.Management’s Discussion and Analysis
of Financial Condition and Results of Operations.





This
quarterly report on Form 10-Q of M Line Holdings, Inc. (formerly known as
Gateway International Holdings, Inc., and referred to herein as “MLH”, “we,”
“us” or “Company”) for the six months ended December 31, 2009, contains
forward-looking statements, principally in this Section and “Business.”
Generally, you can identify these statements because they use words like
“anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar
terms. These statements reflect only our current expectations. Although we do
not make forward-looking statements unless we believe we have a reasonable basis
for doing so, we cannot guarantee their accuracy and actual results may differ
materially from those we anticipated due to a number of uncertainties, many of
which are unforeseen, including, among others, the risks we face as described in
this filing. You should not place undue reliance on these forward-looking
statements which apply only as of the date of this quarterly report. These
forward-looking statements are within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and are intended to be covered by the safe harbors
created thereby. To the extent that such statements are not recitations of
historical fact, such statements constitute forward-looking statements that, by
definition, involve risks and uncertainties. In any forward-looking statement
where we express an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation of belief will be accomplished.


13


We
believe it is important to communicate our expectations to our investors. There
may be events in the future, however, that we are unable to predict accurately
or over which we have no control. The risk factors listed in this filing, as
well as any cautionary language in our annual report on Form 10-K, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Factors that could cause actual results or events to differ
materially from those anticipated, include, but are not limited to: our ability
to successfully develop new products; the ability to obtain financing for
product development; changes in product strategies; general economic, financial
and business conditions; changes in and compliance with governmental healthcare
and other regulations; changes in tax laws; and the availability of key
management and other personnel.





Overview





Our
business comprises of two segments, our Machine Sales Group and our Precision
Manufacturing Group.





Our
Machine Sales Group is in the business of acquiring and selling computer
numerically controlled (“CNC”) machines, and related tools, to manufacturing
customers. We specialize in the purchase, refurbishment and sales of used CNC
machines. We also serve as a manufacturer sales representative firm selling new
CNC machines we purchase from third party manufacturers into certain geographic
territories.





Our
Precision Manufacturing Group is a manufacturer of precision components used in
equipment and machinery in the commercial aviation, medical, aerospace and
defense industries. Sales within this segment are highly concentrated within one
customer, Panasonic Avionics Corporation (“Panasonic”). The loss of all or a
substantial portion of sales to this customer would cause us to lose a
substantial portion of our sales within this segment and on a consolidated
basis, and have a corresponding negative impact on our operating profit margin
due to operation leverage this customer provides. This could lead to sales
volumes not being high enough to cover our current cost structure or provide
adequate operating cash flows. Panasonic has been a customer of ours for
approximately 15 years and we believe our relationship is good.





Trends
Affecting Our Business





The
recent tightening of the capital markets may hurt our ability to sell used CNC
machines. Historically, as capital markets tighten, companies that purchase
large machines on credit, such as CNC machines, have more difficulty in
obtaining credit and, therefore, are unable to purchase machines that they may
be able to purchase in better financial times. Any impact on our customers’
ability to purchase machines could negatively impact our business.





The
primary components sold by our Precision Manufacturing segment during the
quarters ended December 31, 2009 and, 2008, were parts sold to Panasonic, a
leading provider of in-flight entertainment systems for commercial aircraft. The
decline in economic activity has an adverse effect on our business. This has had
an effect on Panasonic’s orders to us, and, therefore, there has been an adverse
effect on our business. In addition, any further decrease may have an impact
with the Machine Tools Group, as many of our customers that buy machines from us
do business with airline manufacturers.





Critical
Accounting Policies





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities and the reported amounts of
sales and expenses during the reporting period. Significant estimates made by
management are, among others, realization of inventories, collectability of
accounts receivable, litigation, impairment of goodwill, and long-lived assets
other than goodwill. We regularly evaluate our estimates and assumptions based
upon historical experience and various other factors that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. To the extent actual results differ
from these estimates; our future results of operations may be
affected.


14


Inventories





Within
our Precision Manufacturing segment, we seek to purchase and maintain raw
materials at sufficient levels to meet lead times based on forecasted demand. We
generally manufacture parts based on purchase orders. Within our Machine Tools
segment, we purchase machines held for resale based upon management’s judgment
of current market conditions and demand for both new and used machines. If
forecasted demand exceeds actual demand, we may need to provide an allowance for
excess or obsolete quantities on hand. We also review our inventories for
changes demand patterns and in the market prices of machines held in inventory
and provide reserves as deemed necessary. If actual market conditions are less
favorable than those projected by management, additional inventory reserves for
CNC machines and parts may be required. We state our inventories at the lower of
cost, using the first-in, first-out method on an average costs basis, or
market.





Discontinued
Operations





Effective
June 30, 2009, our Board of Directors elected to cease the operations of All
American because the business was no longer economically
feasible.  Prior to  June 30, 2009, All American was part of
our machine tools group.  The company sold new CNC machines it
purchased from third party manufacturers.  As a result of All American
shutting down its operations on June 30, 2009, the operations of All American
are included in the accompanying financial statements as discontinued
operations.





All
American generated revenues of $0 and $2,194,333 during the six
months  ended December 31, 2009 and 2008, respectively.


We recorded losses from discontinued
operations, net of income tax of $56,223 and $415,231during the six months  ended
December 31, 2009 and 2008, respectively.





Results
of Operations for the Three Months Ended December 31, 2009 Compared to the Three
Months Ended December 31, 2008





Three Months ended
                      December 31,2009
                    
                    
                    2008
                    
                    
                    Change ($)
                    
                    
                    Change (%)Sales
      by segmentMachine
      Sales
                    
                    $
                    651,721
                    
                    
                    $
                    1,635,994
                    
                    
                    $
                    (984,273)
                    
                    
                    
                    (60
                    )%Precision
      Manufacturing
                    
                    
                    667,202
                    
                    
                    
                    1,184,031
                    
                    
                    
                    (516,829)
                    
                    
                    
                    (44
                    )%1,318,923
                    
                    
                    
                    2,820,025
                    
                    
                    
                    (1,501,102)
                    
                    
                    
                    (53
                    )%Gross
      profit by segmentMachine
      Sales
                    
                    
                    132,474
                    
                    
                    
                    611,970
                    
                    
                    
                    (479,496)
                    
                    
                    
                    (78
                    )%Precision
      Manufacturing
                    
                    
                    204,826
                    
                    
                    
                    330,591
                    
                    
                    
                    (125,765)
                    
                    
                    
                    (38
                    )%337,300
                    
                    
                    
                    942,561
                    
                    
                    
                    (605,261)
                    
                    
                    
                    (64
                    )%





Sales for
the three months ended December 2009 period decreased by 53% compared to the
comparable period in 2008. The change is attributable to sales in the
Precision Manufacturing Group. Sales declined by 42% in the Precision
Manufacturing Group; the decline was due to a reduction of orders from our main
customer, Panasonic Avionics Corporation. Sales in the Machine Sales Group
declined by 72% due to a lack of orders from customers due to a recession in
this industry.


15


Gross
Margin





Gross
profit decreased by 64% compared to the comparable period in
2008.  The decrease within the Precision Manufacturing Group resulted
from lower customer demand for product in the 2009 period, primarily from our
main customer,  Panasonic Avionics Corporation, due to a mild
recession in the aerospace industry. The machine tool business achieved a profit
due to higher margin on lower sales volume.





Selling,
General & Administrative





Selling,
general and administrative costs for the three months ended December 31,
2009  decreased by $1,088,768 compared to the comparable period
in  2008. The changes are due primarily to a decrease in officer
salaries and other head office overheads during the period.





Amortization
of Intangible Assets





Amortization
expense for intangible assets was $10,447 compared to $0 for the comparable
period in fiscal 2008.





Interest
Expense





Interest
expense for the three months ended December 31, 2009 decreased by $19,270
compared to the comparable period in 2008. The change is attributable to lower
average debt balances and decreases in the interest rates on our debt
obligations.





Gain
on Sale of Assets





During
the current three month period ending 2009 period, there was a gain of $2,497 as
an automobile was disposed of during this period. In fiscal 2008, the gain was
$16,125.





Results
of Operations for the Six Months Ended December 31, 2009 Compared to the Six
Months Ended December 31, 2008





Six Months ended
                        December 31,2009
                      
                      
                      2008
                      
                      
                      Change ($)
                      
                      
                      Change (%)Sales
      by segmentMachine
      Sales
                      
                      $
                      1,527,766
                      
                      
                      $
                      2,954,251
                      
                      
                      $
                      (1,426,485
                      )
                      
                      
                      (48
                      )%Precision
      Manufacturing
                      
                      
                      1,439,316
                      
                      
                      
                      2,982,172
                      
                      
                      
                      (1,542,856
                      )
                      
                      
                      (52
                      )%2,967,082
                      
                      
                      
                      5,936,423
                      
                      
                      
                      (2,969,341
                      )
                      
                      
                      (50
                      )%Gross
      profit by segmentMachine
      Sales
                      
                      
                      215,038
                      
                      
                      
                      611,971
                      
                      
                      
                      (396,933
                      )
                      
                      
                      (65
                      )%Precision
      Manufacturing
                      
                      
                      425,373
                      
                      
                      
                      1,216,965
                      
                      
                      
                      (791,592
                      )
                      
                      
                      (65
                      )%640,025
                      
                      
                      
                      1,828,936
                      
                      
                      
                      (1,188,525
                      )
                      
                      
                      (65
                      )%





Sales





Sales for
the six months ended December  2009 period decreased by 50% compared
to the comparable period in 2008. The change is attributable to a decrease in
sales in the Precision Manufacturing Group. Sales declined by 52% in
the Precision Manufacturing Group.  The sales decline in the Precision
manufacturing group was due to reduced orders from our main customer, Panasonic
Avionics Coproation due to a mild recession in the aerospace industry. Sales in
the Machine Sales Group declined by 48% due to a lack of orders from customers
due to a recession in the machine tool industry.


16


Gross
Margin





Gross
profit decreased by 65% compared to the comparable period in fiscal 2008. The
gross profit for the Machine Sales declined by 65% due to a lack of orders due
to a mild recession in the industry.  The decrease within the
Precision Manufacturing Group resulted from lower customer demand for product in
the 2009 period, primarily our main customer, Panasonic Avionics Corporation,
due to a mild recession in the Aerospace industry.





Selling,
General & Administrative





Selling,
general and administrative costs for the six months ended December 31, 2009
decreased by $655,296 compared to the comparable period in  2008. The
changes are due primarily to decreases in officer salaries and other head office
overheads during the period.





Amortization
of Intangible Assets





Amortization
expense for intangible assets was $20,892 compared to $0 for the comparable
period in fiscal 2008.





Interest
Expense





Interest
expense for the six months ended December 31, 2009 decreased by $39,332 compared
to the comparable period in 2008. The change is attributable to lower average
debt balances and computation of interest on the lower debt
obligations.





Gain
on Sale of Assets





During
the current six month period ending 2009 period, there was a gain of $2,497 as
an automobile was disposed of during this period as compared to $16,125 due to
sales of machinery in the precision manufacturing group in 2008





Liquidity
and Capital Resources





Our
principal sources of liquidity consist of cash and cash equivalents, cash
generated from operations and borrowing from various sources, including Pacific
Western Bank. At December 31, 2009, our cash and cash equivalents and working
capital decreased by $223,635 and $889,352, respectively to June 30, 2009
amounts.





The term
loan provides for borrowings of up to $500,000. The loan bears interest at the
lender's referenced prime rate plus 1.5% with principal and interest payments
due monthly.





Cash
Flows





The
following table sets forth our cash flows for the six months ended December
31:





Provided by (used in)
                  
                  2009
                  
                  
                  2008
                  
                  
                  ChangeOperating
      activities
                  
                  $
                  (34,061
                  )
                  
                  $
                  136,532
                  
                  
                  $
                  (170,593
                  )Investing
      activities
                  
                  
                  —
                  
                  
                  
                  (28,227
                  )
                  
                  
                  28,227Financing
      activities
                  
                  
                  (189,574
                  )
                  
                  
                  32,560
                  
                  
                  
                  (222,134
                  )$
                  (223,635
                  )
                  
                  $
                  140,865
                  
                  
                  $
                  (364,500
                  )





Operating
Activities:


Operating
cash flows during the six months ended December 31, 2009 and 2008 period reflect
our results of operations, offset by net cash provided by operating assets and
liabilities and non-cash items (depreciation, amortization and stock-based
compensation). During the 2009 period, non-cash expenses included in our net
income and in operating activities totaled $221,371 compared to $,239,007 in the
2008 period.


17


The
increase (decrease) in operating assets and liabilities for the 2009 and 2008
periods were $(34,061) and $136,532, respectively. During the 2009 period, the
decrease was primarily attributable to inventory, customer deposit, and accrued
taxes.





Investing
Activities





We made
capital expenditures of $0 and $(28227) during the first six months ended
December 31, 2009 and 2008 period, respectively.





Financing
Activities





During
the first three months of the fiscal 2009 and 2008 periods, we repaid (net of
borrowings) $(189,574) and $32,560, respectively of outstanding debt and capital
lease obligations. We repaid $0 on our line of credit in the 2009 period, as
compared to $277,000 during the 2008 period.





Off
Balance Sheet Arrangements





We have
no off balance sheet arrangements.





ITEM
3.  Quantitative and Qualitative Disclosures about Market
Risk.





As a
smaller reporting company we are not required to provide the information
required by this Item. However, we opted to include the following
information.





The only
financial instruments we hold are cash and cash equivalents. We also have a
floating interest rate credit agreement with Pacific Western Bank. Changes in
market interest rates will impact our interest costs.





We are
currently billed by the majority of our vendors in U.S. dollars and we currently
bill the majority of our customers in U.S. dollars. However, our financial
results could be affected by factors such as changes in foreign currency rates
or changes in economic conditions.





ITEM
4.  Controls and Procedures.





(a) Disclosure Controls and
Procedures





We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, as of September 30, 2009, to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission's rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of December
31, 2009, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses identified and
described in Item 4T.





(b) Management Report on Internal Control
Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange
Act, as amended, as a process designed by, or under the supervision of, our
principal executive and principal financial officer and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States and includes those policies and
procedures that:





•
            Pertain to the maintenance of
      records that in reasonable detail accurately and fairly reflect our
      transactions and any disposition of our
  assets;


18




•
            Provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with generally accepted accounting principles,
      and that our receipts and expenditures are being made only in accordance
      with authorizations of our management and
      directors; and


•
            Provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use
      or disposition of our assets that could have a material effect on the
      financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect all misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on this assessment,
Management has identified the following two material weaknesses that have caused
management to conclude that, as of December 31, 2009, our disclosure controls
and procedures, and our internal control over financial reporting, were not
effective at the reasonable assurance level:





1.     
      We do not have sufficient segregation of
duties within accounting functions, which is a basic internal
control.  Due to our size and nature, segregation of all conflicting
duties may not always be possible and may not be economically
feasible.  However, to the extent possible, the initiation of
transactions, the custody of assets and the recording of transactions should be
performed by separate individuals.  Management evaluated the impact of
our failure to have segregation of duties on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted represented a material weakness.





2.           We
have not documented our internal controls.  We have limited policies
and procedures that cover the recording and reporting of financial
transactions.  Although providing this report in this Annual Report is
optional for us at this time, written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley
Act.  We will be required to provide written documentation of key
internal controls over financial reporting beginning with our fiscal year ending
June 30, 2010.  Management evaluated the impact of our failure to have
written documentation of our internal controls and procedures on our assessment
of our disclosure controls and procedures and has concluded that the control
deficiency that resulted represented a material weakness.





3.           Prior
to Spring/Summer 2008, we did not have adequate internal controls, or policies
and procedures, with respect to our travel and expense reports.  As a
result, it was discovered that certain expense reimbursements were paid to our
officers and directors even though complete expense reimbursement paperwork had
not been submitted with adequate documentation surrounding the nature of the
expense.  These expenses reimbursements were paid based on the
incomplete paperwork.   To the extent these expenses could not
subsequently be substantiated we requested reimbursement from that officer and
director.





To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented. Accordingly, we believe that the
consolidated financial statements included in this report fairly present, in all
material respects, our financial condition, results of operations and cash flows
for the periods presented.





This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only our management’s report in this
Quarterly Report.




19





(c) Remediation of Material
Weaknesses




Being
aware of these material weaknesses our management will be vigilant about
ensuring they do not affect our reporting obligations and will seek to remedy
these issues when it is financially feasible to do so.





(d) Changes in Internal Control over
Financial Reporting




There
have been no changes to our internal control over financial reporting during our
most recently completed fiscal quarter.





PART
II – OTHER INFORMATION





ITEM
1.  Legal Proceedings.





1.           Onofrio Saputo and Christopher
Frisco v. Gateway International Holdings, Inc., Lawrence Consalvi, Timothy
Consalvi and Joe Gledhill,Court of the State of California, County of
Orange, Case No. 30-2008-00110905. Plaintiffs filed this action on August 21,
2008. A Dismissal with Prejudice was filed with the Court on or about April 24,
2009.




The
Complaint, which had causes of action for securities fraud, breach of fiduciary
duties, fraud and deceit, and rescission, alleged that the defendants
intentionally misrepresented, or failed to disclose, certain facts regarding the
company prior to the plaintiffs purchasing Gateway International Holdings, Inc.
(now M Line Holdings, Inc.) common stock. The Complaint sought total monetary
damages of approximately $188,415, plus interest, and punitive damages. We filed
an Answer to the Complaint on October 17, 2008, denying the allegations of the
Complaint, denying that plaintiffs are entitled to any relief whatsoever and
asserting various affirmative defenses. On January 22, 2009, the parties signed
a Settlement Agreement, whereby a party unrelated to the lawsuit, Money Line
Capital, Inc., our largest shareholder, agreed to purchase the plaintiffs’
shares of our common stock for the purchase price, or $289,000. This settlement
closed on April 22, 2009. Of the $289,000 settlement money, $189,000 was paid to
plaintiffs and we received $100,000 in exchange for the cancellation of a
promissory note for $100,000 owed to us by one of the plaintiffs. Per the
settlement agreement, a Dismissal with Prejudice was filed by the plaintiffs
with the Court on or about April 24, 2009, for the purpose of dismissing this
lawsuit.





2.           Voicu Belteu v. Mori Seiki Co.,
Ltd.; Mori Seiki U.S.A., Inc.; All American CNC Sales, Inc. dba Elite Machine
Tool Company; Ellison Manufacturing Tech., Superior Court for the State
of California, County of Orange, Case No. 30-2008-00103710. Plaintiff filed this
action on March 7, 2008.





The
Complaint, which has causes of action for strict products liability and
negligence, alleges that a CNC machine manufactured by Mori Seiki and sold
through our subsidiary, All American CNC Sales, Inc. dba Elite Machine Tool
Company, was defective and injured the plaintiff.  The Complaint seeks
damages in excess of $6,300,000 for medical expenses, future medical expenses,
lost wages, future lost wages and general damages.  All American CNC
Sales filed its Answer and Cross-complaint on July 1, 2008 against several
individuals and entities involved in the machine purchase and sales transaction,
seeking indemnity and contribution.





Plaintiff
and All American CNC Sales have both responded to discovery requests and are
engaged in  the meet and confer process to resolve outstanding
discovery issues.  Several depositions have been taken and we
anticipate more going forward.  The Court has set a trial date for
March 22, 2010.  Management believes we have meritorious defenses to
plaintiff’s claims and plan to vigorously defend against the lawsuit and pursue
Mori Seiki, and possibly other entities or individuals, for any damages we
incur.  However, there can be no assurance as to the outcome of the
lawsuit.  No provision has been made in our financial statements as we
believe that the responsibility for liability, if any, is with the
manufacturer.





3.           James M. Cassidy v. Gateway
International Holdings, Inc., American Arbitration Association, Case No.
73-194-32755-08.  We were served with a Demand for Arbitration and
Statement of Claim, which was filed on September 16, 2008.





The
Statement of Claim alleges that claimant is an attorney who performed services
for us pursuant to an agreement dated April 2, 2007 between us and the
claimant.  The Statement of Claim alleges that we breached the agreement
and seeks compensatory damages in the amount of $195,000 plus interest,
attorneys’ fees and costs.  We deny the allegations of the Statement of
Claim and will vigorously defend against these allegations.  An arbitrator
has not yet been selected, and a trial date has not yet been
scheduled.




20




The
company has a provision in the sum of $5,000.00 at September 30, 2009. No
further provision is necessary as we feel that the litigation has no
merit.





4.           Elite Machine Tool Company v. ARAM
Precision Tool and Die, Avi Amichai, Superior Court for the State of
California, County of Orange, Case No. 30-2008-00090891. Elite Machine filed
this action on August 8, 2008.





The
Complaint alleged breach of contract for the defendants failing to pay Elite
Machine for a machine the defendants purchased from Elite Machine, and sought
damages totaling $16,238. ARAM Precision Tool and Die filed its Answer and
Cross-Complaint on October 1, 2008.  The Cross-Complaint alleged that
Elite Machine failed to deliver certain parts of the machine per the sales
contract and seeks damages totaling $25,000.  In late June 2009, the
parties settled this matter and the lawsuits were dismissed on August 13,
2009.  Under the terms of the settlement, Aram is expected to pay
Elite Machine Tool Company $4,000 in full and final settlement.





5.           CNC Manufacturing v. All American
CNC Sales, Inc., Elite Machine Tool Company/Sales & Services, CNC
Repos, Superior Court for the State of California, County of Riverside,
Case No. RIC 509650.  Plaintiff filed this Complaint on October 2,
2008.





The
Complaint alleges causes of action for breach of contract and rescission and
claims All American breached the agreement with CNC Manufacturing by failing to
deliver a machine that conforms to the specifications requested by CNC
Manufacturing, and requests damages totaling $138,750.  Elite Machine
filed an Answer timely, on January 15, 2009.  Discovery has commenced
in this matter but is not expected to be concluded for several
months.   The Court has set a Case Management Conference for
March 29, 202010. Management intends to aggressively defend itself against this
claim.  No trial date has been set.No provision has been made in the
attached financial statements as we believe that the litigation has no
merit.





6.           Elite Machine Tool Co. v. Sunbelt
Machine, Orange County Superior Court, Case No.
0-2008-00112502.  All American filed the Complaint on September 25,
2008.  No trial date has been set.


This case
involves a dispute between Elite Machine and Sunbelt regarding the sale of a
Mori Seiki MH-63 machine by Elite Machine to Sunbelt.  Sunbelt has
claimed that it received a machine that does not conform to the specifications
it ordered.  The amount at issue is approximately $140,000 at this
stage.   Subsequent to filing of the above-referenced suit,
Sunbelt has filed a similar action in Federal District Court in Houston,
Texas.  As a result, this case was dismissed and the case is being
heard in Federal District Court.


A
provision has been made in the attached financial statements in the sum of
$139,000 at December 31, 2009.





7.           Sunbelt Machine Works Corp. v. All
American CNC Sales, Inc., United States District Court, Southern District
of Texas, Case No. 4:09-cv-108.  Sunbelt filed the Complaint on
January 16, 2009.


This case
involved a dispute between All American and Sunbelt regarding the sale of a Mori
Seiki MH-63 machine by All American to Sunbelt.  Sunbelt claimed that
it received a machine that does not conform to the specifications it
ordered.  The amount sought in the Complaint was approximately
$139,000.  All American filed its Answer on April 13,
2009.  Sunbelt filed a Motion for Summary Judgment, which was granted
by the Court.  As a result a Judgment has been entered against All
American in the amount of $153,000.  A provision has been made in the
attached financial statements in the sum of $153,000 at December 31,
2009.


A
satisfaction of judgement agreement was entered into by the parties on January
25, 2010.  The settlement amount was $152,802.49 to be paid by a Mori
Seiki MH 50 machine valued at $59,000, with the balance being paid in 13 monthly
installments of $5,000.00 commencing February 15, 2010 with the interest at the
rate of approximately o.44% per annum, the remaining balance  being
paid in March 2011.





8.           Hwacheon Machinery v. All American
CNC Sales, Circuit Court of the 19th Judicial Circuit, Lake County,
Illinois, Case No. 09L544.  The Complaint was filed on June 8,
2009.


The
Complaint alleges causes of action for account stated, and arises from a claim
by Hwacheon that All American CNC has not paid it for machines sold to All
American CNC.  The Complaint seeks damages of approximately
$362,000.  All American filed an answer on or about July 15,
2009.   No trial date has been set and a provision has been made
in the financial statement of All American CNC Sales, Inc. in the sum of
$362,328 at December 31, 2009.




21





9.           Fadal Machining v. All American CNC
Sales, et al., Los Angeles Superior Court, Los Angeles, California, Case
No. BC415693.  The Complaint was filed on June 12, 2009.


The
Complaint alleges causes of action for breach of contract and common counts
against All American CNC seeking damages in the amount of at least $163,578.88,
and arises from a claim by Fadal that All American failed to pay amounts
due.  On June 26, 2009, Fadal amended the Complaint to include M Line
Holdings, Inc. as a Defendant.  On or about August 11, 2009, the Court
heard oral argument on Fadal’s Motion for Right to Attach Order and Writ of
Attachment.  The Court granted this Motion in part, issuing a Right to
Attach Order against All American CNC in the amount of approximately
$164,000.  The Court denied the Motion as to M Line Holdings,
Inc.  On August 12, 2009, All American CNC filed an Answer to the
Complaint, and M Line Holdings, Inc., filed a demurrer to the
Complaint.  The Court has scheduled a hearing the demurrer for October
15, 2009.  This hearing has been continued until November 24, 2009.
Management intends to aggressively defend itself against this
claim.  No trial date has been set and a provision has been made in
the financial statement of  All American CNC Sales, Inc. in the sum of
$163,578.00 at December 31, 2009.





10.         Do v. E.M. Tool Company,
Orange County Superior Court, Orange County, California, Case No.
30-2009-00123879.  The Complaint was filed on June 1,
2009.


The
Complaint alleges causes of action for negligence, product liability and breach
of warranty, and seeks damages to be determined at time of
trial.  This lawsuit was tendered by E.M. Tool Company to its
insurance company, which is currently providing a defense.  We filed
an Answer and a Cross-complaint against the manufacturer of the equipment the
Mori Seiki Company, Ltd.  No trial date has been set and no provision
has been made in the financial statement at September 30, 2009 as we believe the
litigation has no merit due manufacturer’s liability.





11.         Fox Hills Machining v. CNC
Repos, Orange County Superior Court, Orange County, California, Case No.
30-2009-00121514.  The Complaint was filed on April 14,
2009.


The
Complaint alleges causes of action for Declaratory Relief, Breach of Contract,
Fraud, Common Counts, and Negligent Misrepresentation, claiming the Defendant
failed to pay Fox Hills Machining for the sale of two machines from Fox Hills to
CNC Repos.  The damages sought in the Complaint are not less than
$30,000.  The Defendants filed an Answer on June 5,
2009.  Management intends to aggressively defend itself against this
claim.  No trial date has been set and a provision has been made in
the financial statements at September 30, 2009 in the sum of
$14,540.





12.         Laureano v. Eran Engineering,
State of California Worker’s Compensation Appeals Board, no case
number.


Mr.
Laureano has filed a claim with the Worker’s Compensation Appeals Board against
Eran Engineering.  At this time, Eran Engineering has only been served
with a subpoena for business records, requesting Mr. Laureano’s employment file,
personnel file, claim file, and payroll documents.  Management intends
to aggressively defend this claim.


No
provision has been made in the financial statements of the company at December
31, 2009.  The Company’s management believes that payment(s), if any,
will be the responsibility of the Workers Compensation Board.





13.         Timothy D. Consalvi v. M Line
Holdings, Inc. et.al., Orange County Superior Court Case No,
00308489.





A former
president of All American CNC Sales, Inc. has filed suit against the Company
seeking payment on an alleged severance obligation by the Company. The Complaint
does not specify the damages sought. The parties then reached a
settlement in the principal sum of $40,000 to be documented in due course.
Meanwhile a default was entered against the Company, which management believes
was in error because a settlement was already reached by the principal parties
involved.





The
default has since been vacated and the Company has answered the complaint and is
preparing a cross complaint.
 
 We are
considering settling this case at this time.  Therefore no provision
has been made in the financial statements for this sum as of december 31,
2009.




Litigation
is subject to inherent uncertainties, and unfavorable rulings could
occur.  If an unfavorable ruling were to occur in any of the above
matters, there could be a material adverse effect on our financial condition,
results of operations or liquidity.





ITEM
1A.  Risk Factors.





As a
smaller reporting company we are not required to provide the information
required by this Item.  However, we did include risk factors in our
Annual Report on Form 10-K for the year ended June 30, 2009, as filed with the
Commission on October 13, 2009.





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





There
have been no events required to be reported under this Item.




22




ITEM
3.  Defaults upon Senior Securities.





There
have been no events required to be reported under this Item.





ITEM
4.  Submission of Matters to a Vote of Security Holders.





There
have been no events required to be reported under this Item.





ITEM
5.  Other Information.





Money Line Capital Letter of
Intent





On June
30, 2009, we entered into a binding Letter of Intent (the “LOI”) with Money Line
Capital, Inc., a California corporation (“MLCI”), and our largest
shareholder.  Under the LOI the parties agreed to complete a
transaction whereby all the MLCI shareholders will exchange their shares of MLCI
stock for shares of our stock.  The parties agreed to negotiate in
good faith to close the transaction on or before January 29,
2010.  The LOI is predicated on us being current in our reporting
obligations under the Securities and Exchange Act of 1934, as amended, and being
publicly-traded at the time of the closing; and MLCI having its financial
statements (and its subsidiaries, as applicable) audited for the period ended
June 30, 2009, as well as completing a valuation by a qualified third-party
company.





On
November 5, 2009, we agreed with MLCI to amend the LOI to reset the anticipated
closing date of the transaction from January 29, 2010 to April 30, 2010, as well
as some other preliminary dates in the LOI.  We agreed to reset the
anticipated closing date of the transaction in order to allow MLCI time to
complete the audit of its financial statements, and certain of its subsidiaries,
for the period ended June 30, 2009, as well the review of the financial
statements for the interim quarters.




ITEM
6.  Exhibits.





(a)           Exhibits





Item No.
              
              Description3.1
      (1)
              
              Articles
      of Incorporation of M Line Holdings, Inc., a Nevada corporation, as
      amended3.2
      (5)
              
              Certificate
      of Amendment of Articles of Incorporation3.3
      (1)
              
              Bylaws
      of M Line Holdings, Inc., a Nevada corporation10.1
      (1)
              
              Asset
      Purchase Agreement with CNC Repos, Inc. and certain of its shareholders
      dated October 1, 200710.2
      (1)
              
              Commercial
      Real Estate Lease dated February 15, 2007 for the office space located in
      Tustin, CA10.3
      (1)
              
              Commercial
      Real Estate Lease dated November 15, 2007 for the office space located in
      Anaheim, CA10.4
      (1)
              
              Employment
      Agreement with Timothy D. Consalvi dated February 1,
  200710.5
      (1)
              
              Employment
      Agreement with Joseph T.W. Gledhill dated February 5,
  200710.6
      (2)
              
              Employment
      Agreement with Lawrence A. Consalvi dated February 5,
  200710.7
      (1)
              
              Share
      Exchange Agreement with Gledhill/Lyons, Inc. dated March 26,
      200710.8
      (1)
              
              Share
      Exchange Agreement with Nu-Tech Industrial Sales, Inc. dated March 19,
      2007


23





10.9
      (1)
              
              Fee
      Agreement with Steve Kasprisin dated April 30, 200810.10
      (3)
              
              Separation
      Agreement by and between Gateway International Holdings, Inc., and Mr.
      Lawrence A. Consalvi dated September 26, 200810.11
      (4)
              
              Sales
      Agent Agreement by and between Gateway International Holdings, Inc., and
      Mr. Lawrence A. Consalvi dated September 30, 200810.12
      (4)
              
              Loan
      Agreements with Pacific Western Bank dated September 20,
    200810.13
      (5)
              
              Assignment
      of Promissory Note and Consent Thereto by and between M Line Holdings,
      Inc. and Money Line Capital, Inc. dated March 24, 200910.14
      (5)
              
              M
      Line Holdings, Inc. Demand Note for up to $500,000 dated March 25,
      200910.15
      (6)
              
              Letter
      of Intent by and between M Line Holdings, Inc. and Money Line Capital,
      Inc. dated June 30, 200910.16
      (7)
              
              Amendment
      No. 1 to Letter of Intent by and between M Line Holdings, Inc. and Money
      Line Capital, Inc. dated June 30, 200921
      (8)
              
              List
      of Subsidiaries31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of George Colin (filed
      herewith).31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification of Jitu Banker (filed
      herewith).32.1
              
              Section
      1350 Certification of George Colin (filed herewith).32.2
              
              Section
      1350 Certification of Jitu Banker (filed
  herewith).





(1)
Incorporated by reference from our Registration Statement on Form 10-12G filed
with the Commission on May 16, 2008.





(2)
Incorporated by reference from our Registration Statement on First Amended Form
10-12G/A filed with the Commission on July 16, 2008.





(3)
Incorporated by reference from our First Amended Current Report on Form 8-K/A
filed with the Commission on October 10, 2008.





(4)  Incorporated
by reference from our Quarterly Report on Form 10-Q for the period ended
September 30, 2008, as filed with the Commission on November 13,
2008.





(5)  Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
April 24, 2009.





(6)  Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
July 6, 2009.





(7)  Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
November 6, 2009.




(8)  Incorporated
by reference from our Annual Report on Form 10-K for the period ended June 30,
2009, as filed with the Commission on October 13, 2009.


24




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





M
      Line Holdings, Inc.Dated:
      February 22, 2010
                    
                    /s/ George ColinBy:
                    George
      ColinPresident,
      Chief ExecutiveOfficer
      and a DirectorDated:
      February 22, 2010
                    
                    /s/ Jitu BankerBy:
                    Jitu
      BankerChief
      Financial Officer,Secretary
      and a
Director


25